Winx Prime
by kiki56
Summary: This is the long awaited sequel to "DARKNESS RISING (with a twist)" and i really hope you enjoy it. This one starts off with the episode "Masters and Students" ENJOY. READ AND REVIEW!
1. Chapter 1: Masters and Students

**GUESS WHO'S BACK! THIS IS THE START OF SEASON 1, SO PLEASE ENJOY THE MADNESS, AND TELL ME IF I DID RATCHET RIGHT. ANYWAYS, I HAVE WORKED HARD ON THIS, SO PLEASE DON'T DISS IT.**

**DISCLAIMER: I DON'T OWN TRANSFORMERS OR WINX CLUB AT ALL. I WISH I DID BUT SADLY I DON'T. HOWEVER I JUST GOT TRANSFORMERS PRIME THE GAME FOR CHRISTMAS! I'M UBER EXCITED!**

**Winx Prime**

Chapter 1: Masters and Students.

**Morning after the space bridge went BOOM!**

Bloom was lying in her bed hoping to stay there that day, but she couldn't because there was a constant 'thumping' noise coming from the main room. "Man, I hate mornings here. They always wake me up" Bloom said and sat up in her red and pink pajamas. She slowly made her way down the stairs of her bedroom and made her way to her bathroom to take a shower. 20 minutes later, she walks out of her room all ready, and when she shuts her door, she freezes in her step. "Is there something I can help you with sunny?" Bloom asked holding her purse on her shoulder. He kneels infront of her, and glares at her with his optics. "Why do you get out of recharge so early? Where is it that you need to be at this hour?" Sunstreaker asked. "I have to go to school. I would appreciate it if you moved. I'm going to be late" Bloom said and the bot glared at her. "Do you want me to drive you?" asked Sunstreaker. "No thanks. I have my own car. Ratchet said he would be done with it by this morning" said Bloom and walked down the hall to the main area.

**Main room**

"Good morning my wonderful family" Bloom sang as she walked to the kitchen area. "Good morning Bloom. Your car is ready for use now." Ratchet said and Bloom saw him uncover it on the floor. "Awesome, thanks Ratchet!" Bloom said and he nodded. She grabbed a bottle of water from the fridge with an apple. "I'll be at the school longer today. I need to sort some things out with the coach." Bloom said with a bite in her words. "Bloom, revenge is not advisable." Optimus said walking up to her. "Ya know. I was kicked off the team for no reason whatsoever. I was stripped of my captain status and totally black walled from the cheerleading squad. So don't tell me revenge isn't advisable. It's completely necessary!" Bloom said and the bots just looked at her like she was crazy. "I gave that team 2 years of my life. I hand-picked all the routines, and I designed the uniforms. They completely robbed me of all my work and kicked me to the curb!" Bloom said while there were tears streaming down her cheeks. "Bloom, I understand that you are in distress. Do not confuse distress with anger. Revenge is not a road you want to go down." Said Optimus and Bloom nodded. "I guess your right dad. I just don't like the fact that I have nothing else to do after school." Bloom said and she went down to her car. She opened the door, and climbed in. once the door closed, the engine started, and a small flicker of blue light shone, and covered the exterior of her car. "What was that?" Optimus asked Ratchet and the doc smiled. "It's a force field I designed. It protects her car if she ever gets in an accident. That and I would hate to have to fix that car again" said Ratchet, and Optimus nodded.

Bloom slowly drives out of the tunnel and then sped down the road to town.

**Later that day after school**

Bloom walked into the gym after the PE class filed out, and she put her iPod on her workout playlist. She pressed play and the song "Real emotion" from Final Fantasy X-2 played through the speakers of her stereo. She blasted it on full volume, and she started dancing to beat, and eventually lost herself in the moment.

After she stopped, she sank to her knees, and started crying. She stopped crying after 10 minutes, and stood up, feeling drained, and completely exaughsted. Today she had to deal with all the crap people gave her about being scrubbed from the team. She wasn't going to deal with it anymore. She gathered her stuff, and headed out to her car.

**Outside**

Bloom saw Vince, and his cronies standing near her car, and looked at the new finish. "Can I help you?" Bloom asked after deciding not to scare them with the alarm. "Just making sure your car wasn't alive. I could have sworn your car talked." Vince said and Bloom laughed. "Now where would you get an idea like that?" Bloom asked opening the door. "Just a hunch" Vince said and watched in awe as the door to the diablo swung up, and came back down when she closed it. "Later boys" Bloom said and sped out of the parking lot with a squeal of her tires.

**On the road**

Bloom had to let off some steam and she couldn't just waltz into the vault now that iron hide is there. He's probably got the room closed off until it met his regulations. "Ugh! I need to something so I can let off some steam!" Bloom screamed in her car, and she could swear she felt the car cringe. "What is going on here?" Bloom asked, and she pulled onto the side of the road. She stumbled out of her car, and she walked around it as she made sure the thing wasn't alive. "Who are you, and why are you using my car as a vehicle mode?" asked Bloom standing infront of it with her arms crossed. She looked at it again and shook her head. "What am I doin? I'm talking to my car. I'm losing my mind" Bloom said and drove the rest of the way home. She looked at her console, and pushed the button that had the list of frequencies for each bot. "Cool. Contact Ratchet" said Bloom and his comm-link came up. "Hey doc, can you explain to me why my car is starting to act like an Auto-bot?" Bloom asked and there was silence. "What are you talking about? All I changed in the car was the middle console, and I gave you a better engine." Ratchet said and Bloom eyed the console. "I guess I'm just too used to you guys driving me around, that I'm not used to driving and not being able to talk to someone." Bloom said and she drove into the base.

**At base**

"Perhaps I need to do a scan on your brain waves." Ratchet said and Bloom shook her head. "No thanks. Last time that happened I had a headache for a week." Bloom said and she saw all her friends sitting around the base with objects infront of them. "Let me guess, science projects?" Bloom asked and Stella nodded sadly. "You guys really should have done them earlier. I had mine done last week" Bloom said and walked up to the couch. She saw Raf messing with his volcano and thought _"man, I hope that doesn't explode" _and right as she said that, the top of it let out a shower of sparks and it made a loud BOOM noise. Then she heard ratchet yell "Decepticons! Were under attack!" and then the doc ran in with Optimus as they prepared for battle. Raf was coughing and Bloom took the opportunity to try out a new spell that Stella taught her. She stuck out her hands and the smoke got swirled into a small cloud in the palm of her hand, and dissapered. "It's no attack ratchet, it's my volcano (the clay volcano melted on the cube infront of him) was" he said with the most innocent look on his face while poor bumble-bee's face-plates were covered in soot. Then on the platform above him Miko was having bulkhead hold up her diorama of the solar system while she painted. The strings were tied around his fingers and he was sitting with his legs crossed. "Hold still Bulkhead, Jupiter needs its red spot (goes to paint the sphere but paint drips on the floor) Whoopsie" and jumps back from the paint splatter. Then when she looked over at Jack's project, she couldn't help but giggle. Arcee was helping him build a motor cycle. How ironic was that. She wondered if Arcee would allow him to bring her in as his project. But her dad would probably not approve, oh well, was a nice thought.

"What in the Alspark, is going on in here" Ratchet said and Bloom could only imagine the vein that would pop out of his head if he was human. "Our projects are due tomorrow" Jack said and Bloom looked at him with a smile. "You're just finishing them now. That's so lazy Jack" Bloom said turning back around to face the TV.

"Oh, and what did you do for your project Ms. Know it all?" asked Jack with his hands on his hips. "You'll find out tomorrow." Bloom said and stuck her tongue out. "Bloom, that's so not cool" Stella said Bloom shrugged her shoulders.

Arcee turned her attention back to Jack and held up a muffler. "Maybe it needs one of these do-hickeys." She said. "You're a motorcycle Arcee; shouldn't you know how to build a motorcycle engine?" Jack asked with his hand on his hip. "You're a human Jack; can you build me a small intestine?" She asked mimicking his movements. "Point taken" Jack said and started fiddling with the engine.

"Well you can't work on these projects in here, you're making a mess" said Ratchet and Bloom looked around. She looked at Sunstreaker, and Stella was sitting infront of him while she painted her version of the solar system. She slipped and paint accidently got on Sunny's foot. "Oops, sorry sunny" Stella said and she grabbed a rag, and cleaned off the fuming mech. "You just dropped paint on my foot. How dare you human!" sunny roared and Bloom flew over to him and kicked him behind his audio receptor. "Hey, it was an accident sunny. You need to chill" Bloom said and she floated down to the floor. She looked up at her dad and saw him look at her with a glare. "The science fair is a big part of our grade" Raf said while Ratchet stood fuming. "Yeah, if bulkhead doesn't help me finish this model of our solar system…" "Oh, and what does bulk-head know of your solar system, or Bumble-bee of your volcanos, or…" he paused. "Or Arcee of our motorcycles?" Jack finished for him. "Precisely; were not earthlings, and they're not scientists." Ratchet said with his big metal hands on his metal hips. "But the auto-bots are their guardians Ratchet; would it hurt for them to learn more about earth while helping our young friends with their school work?" Optimus asked and Ratchet looked embarrassed. "Well, maybe our young friends should learn more about Cybertron." Ratchet said and Tecna's head popped up from her diagram of the human brain and it had this curious look in her eyes. Layla must have seen it because she groaned, and shook her head. "Great, she's gonna want to know about it now. Once she starts, she'll never stop." Layla said and waved her hand infront of her face. "Yoo-hoo! Tecna, you in there?" She asked and Tecna snapped out of her daze. "Sorry, what?" she asked and the whole group started cracking up.

"But seriously, what can we learn of cybertron?" Tecna asked truly intrigued. "You can learn all you want, just don't come crying to me when it's too much for you." Bloom said and handed her a small flash drive. "This drive has all the information we have on the computer about cybertron. It's history, it's culture. Just don't lose it." Said Bloom and Tecna's eyes looked like they were about to pop out of her head. "Thanks Bloom." Tecna said, "I'm only letting you borrow it. If fowler found out I let that out of my room, he'll skin me alive" Bloom said and Optimus' optics shifted in confusion. "Not literally dad. It's a figurative term for getting into some serious trouble." Bloom said to the mech that was kneeling beside her. She turned to Raf, and saw he was hard at work making another volcano.

Bumble-bee was telling him some war stories and about some of the battles he's been in. "Uh-huh, uh-huh, (Bee takes out his cannons and waves them around while he beeped.) Really bumble-bee, then how do you make warrior class?" Raf asked looking up from his project.

**-It takes years of training, and lots of work-**

"But I've seen you in action, you're awesome!" Raf said putting another newspaper on the volcano. Optimus came up behind them, and put a hand on his shoulder. "I second your opinion Raf, but Auto-bot life cycles are much longer than of humans. Though it may be hard to believe, our young scout still has much to experience." Optimus said with this look of pride. The alarm went off, and Bloom ran to the computer. "Exposed energon, and it's on the move." Ratchet said reading the screen. "And since we ain't movin it; guess who must be?" Bulkhead said next to him. Bloom walked to the hallway, and set her cube down. Once she pushed the button, she felt the familiar sensation of metal moving over her skin, energon going through her metal body, and her frame growing to the size of a tall building. She stretched her limbs and joints so the armor could be functional.

When she walked into the room, the new bots stood ready for battle while Bloom charged her Ion cannons and stood ready to defend herself. When Optimus realized what was going on, he walked between the group, and his daughter. "Iron-hide, stand down. She is an ally." Optimus said and the bot put his weapons down. "Who is she?" Iron-hide asked in his British tone. "She is one who you already know." Optimus said and Elita walked up to the new femme. The look on the femme's face was all she needed. "Is that Bloom? How is this possible?" Elita asked standing infront of her. "I am Star-light Prime in this form. Or just call me Star-light" Starlight said with a smile. Her red and blue armor glimmered under the lights. "Explanations can come later. Auto-bots, you have projects to complete. Ratchet, I may require aid." Optimus said and the bot looked at Raf's pitiful volcano. "The science fair is a big part of their grade." Ratchet said with an underlining curiosity. "Perhaps I am better suited to remain behind and advise." Ratchet said. "Advise, not take over. Remember my 6th grade science fair? When you took over my project and ended up destroying the gym when it went berserk." Starlight said with a raised eye-brow. "The gym was repaired later on." Ratchet said embarrassed. "Very well, Bumble-bee, Starlight. Let us see about this energon in transit." Optimus said and the two young bots high-fived each other.

They opened the ground-bridge and Starlight heard the faint hum of Ratchet's welder in the back of her mind while she sped through the swirling vortex. "Man, they're gonna fail" Starlight said and the base dissapered behind them.

Once out of the base, Tecna saw Ratchet take the flash drive that Bloom gave her, and put it on a very high shelf that only he can reach. "You're no fun" Tecna said and went back to her project.

**In a canyon somewhere**

Star-scream, Sound-wave and a decepticon named Sky-quake were already there before the three bots could even get there. They appeared through a ground-bridge and when they stepped out, they looked around confused.

**-This doesn't look right- **Bee said and Starlight nodded in agreement. "No Bumble-bee it does not remain here with Starlight and wait for my command" Optimus said and he walked on towards the trio while the two rookies hid behind a rock wall. "Ya know, Raf's right Bee, you do have amazing battle skills. Wonder when Dad's gonna bump you up?" Starlight asked and Bumble-bee shrugged his shoulders.

**-Ya know, for a Prime on a mission and when you're supposed to be hiding, you sure do talk a lot- **Bee said and Starlight stuck her tongue out at him. "Get over it!" she whispered, and then the fire fight started. Bumble-bee disobeyed direct orders, and ran out to help his leader fight the decepticons. "Great, I swear sometimes he acts like such a kid!" Starlight exclaimed and activated her blasters. Now Starlight's been up against terricons that don't think for themselves and when she struck at Sky-quake, he laughed and knocked her back a few feet. She slid back on her pedes, and wiped a little energon off of her mouth. "So that's how it's gonna be huh?" Starlight asked and activated her swords. She charged with a battle cry, and started slashing at him. Sound-wave and Star-scream flew up to the mesa above, and watched in pleasure as the three bots were being beaten down by Sky-quake. Starlight caught Sound-wave's attention and he recorded her fighting styles. How her blasters glowed, the way she swung at the con infront of her and the stress level of her energon. She was getting angrier and angrier by the minute and her scans proved true that she was amounting massive amounts of power. "You cannot defeat me little femme. No matter if you are a prime." Sky-quake said with a smirk and Optimus tried to push her out of the way, but he didn't get there quick enough. The blast was 10 feet away from her, and she was knocked back against the cliff. "Starlight! Sky-quake, you will pay!" Optimus said and he started trading punches. About 10 minutes into the fight, Starlight started waking back up, and saw Sky-quake scanning an approaching jet. "Agent Fowler, fall back." Starlight said through the Comm-link patch. "Why?" he asked but his systems were fried when the green light hit the jet. She gasped, and watched with horror as Bumble-bee was on the back of Sky-quake. "Bee, what do you think your doing!" Starlight yelled while she ran along the ground. She watched as he ripped off some parts of the jet, and then when it started taking a nose dive, she screamed, but she felt so light headed, she started loosing her hearing. She slowed her pace, leaned against the mesa wall, and saw energon leaking from her side.

She fell against the rock weakly, and sank to her knees. Before she blacked out, she saw the dark outline of Optimus running towards her, and felt strong hands help her up on her feet. She blacked out when she saw the faint glow of the ground-bridge open up.

**At base**

Ratchet was expecting a triumphant victory when they returned, but was only met with shock as Starlight was being carried into the base by Optimus. Bumble-bee went to take Raf home, and so did the other bots with their charges. "What happened?" Ratchet asked when Optimus laid her down on the medical berth. "She was engaging Sky-quake and he got a shot in the side, that must have caused this hole. I tried to push her out of the way, but I wasn't fast enough" Optimus said and Elita came up behind him. "Optimus, you tried your best. Come to our quarters, and rest." Elita said and he got the approval from Ratchet that he could go. "Just let me do a diagnostic on you in the morning" Ratchet said and set to work on repairing their youngest soldier. "What am I going to do with you Femme?" Ratchet asked while welding some sheet metal on her frame.

**The next morning**

Starlight woke up the next morning feeling tired and sore, but she felt no pain. She looked around and realized she was in the medical bay of the base. "Ratchet?" Starlight asked and the doc was at her side in minutes. "How do you feel?" Ratchet asked and she smiled. "A little sore, but I think I'll live. I need to get ready for school" Starlight said and when she tried to stand up, she felt Ratchet push her back down on the berth. "Stay put until I run a full diagnostic on you" Ratchet said and he spent the next hour running tests, and doing scans of her injuries. "This is quite odd. Your injuries are all healed." Ratchet said and she jumped off the berth. "Good, now I can get ready for school" Starlight said and removed a piece of armor from her chin to reveal a button. She pushed it, and she started shrinking to her human height which was 5'10 or 5'12 with her heels. She felt the armor come off like silk, and formed the cube once more. She ran to her room and dressed in a red and black dragon t-shirt, black skinny jeans, white leather jacket, and white boots that had a 2in heel. She grabbed her purse, backpack and project for school. Once she got back into the main room, she walked to her car, and before she sped off, she felt the scan go through her. "You need to drink a lot of water today Bloom." Ratchet said and she nodded while holding up a bottle of water. She set her project (covered with a cloth) on the back seat, and she slid into her driver's seat. She was out the door before Optimus could walk in the room.

**That day after school**

Bloom was pulling in after the bots did, and when she parked next to the ground-bridge, she got out, and grabbed her water bottle from the cup holder. "So, how was my…..uh I mean your projects received?" Ratchet asked looking crazed. "Well…" Raf started and Bloom remembered what happened very vividly.

_Flashback….._

_At the school_

_Miko stood infront of the class with a metal ball on a stand and 2 metal balls beside it. "Ms. Nakadai, what planet would that be?" the teacher asked. Miko looked at the planet and then at the teacher. "Uh, Cybertron?" Miko said and the planet fell off of the string._

_Jack's project was after that and what he had infront of him definitly wasn't a motorcycle, and in fact, he didn't even what it was when Ratchet handed it to him. "It certainly is large Mr. Darby, but is it operational?" the teacher asked and Jack kneeled beside it and turned it on. The thing started moving and flopping around while the teacher and students screamed while it ran out the door, and knocking it down on its way out._

_Now Raf's Project was next and the teacher was a little apprehensive about letting him start because it looked like it was going to explode. "I hesitate to ask Mr. Esquivel, but is it active?" the teacher asked and Raf held the control in his hand. He pressed the "on" button and a ray of light shot out from the top, and made a hole in the ceiling. _

_Bloom's project was a hydroelectrically powered blender that she made smoothies in for the whole class, and because it didn't explode, she got the highest grade. _

_End flashback….._

The three kids stood infront of their bots, and almost glared at the medic. "I told you guys he was dangerous, but you didn't listen to me" Bloom said from her spot beside her car. "Well, on our planet you would have received the highest honors." Ratchet said with a grumble. "Yeah well this isn't Cybertron now is it Doc?" Bloom asked walking up to the platform and stopped short when pain rippled through her torso. She went ridged for a second, and then continued her path. Miko watched her as she walked up the stairs and looked rather confused when she had a look of pain on her face when she made a step.

**-I think they should have done the projects themselves- **Bee said when he walked up to Optimus. "Indeed bumble-bee, our human friends would have been wise to stray from Ratchet's path" Optimus said and they heard laughing come from the couch. "I told you guys. But no one ever listens to me" Bloom said shaking her head. "Well, we all can't have great scores like yours. Ms. A+ average" Miko said with her tongue sticking out at her.

Optimus and Elita stood beside each other and smiled at the exchange between the humans while the other Autobots mingled, and transformed into their vehicle modes. "We have to head out Optimus. We'll see you tomorrow" Stella said and she climbed into Sun-streaker. They all drove out, and the remaining femmes, and bots looked around and Chromia spotted Bloom passed out on the couch with the remote in her hand. "I'll tuck Bloom in." Chromia said and Optimus nodded. Chromia gently scooped the girl up, and carried her to her room which had an Autobot sized door. She laid her gently on her bed, and pushed back some stray hair from her face. "Good night sweet spark" Chromia said and she walked out while turning the light off.

**THAT'S THE END OF CHAPTER ONE, AND I AM DEARLY SORRY FOR NOT UPDATING FAST ENOUGH. I WILL HAVE EPISODE 7 UP SHORTLY…..I HOPE. UNTIL NEXT TIME**

**AUTO BOTS…..TRANSFORM…..AND ROLL OUT**


	2. Chapter 2: Scrap-heap

Winx Prime chapter 2: Scrap-heap

**DISCLAIMER: I DON'T OWN TRANSFORMERS OR WINX CLUB AT ALL. I WISH I DID BUT SADLY I DON'T. HOWEVER I JUST GOT TRANSFORMERS PRIME THE GAME FOR CHRISTMAS! I'M UBER EXCITED!**

**-Early morning at the base**

Bloom was sitting in her normal spot on the couch after working out with Arcee in her holo-form. She watched as Bulkhead and Bumble-bee stood by the ground-bridge and was getting them ready for a mission. So with her infinite curiosity, she walked over to the platform and stood infront of Bulkhead. "So, where you guys going?" Bloom asked with her arms crossed and leaning on the railing. "Were goin on an artic exploration mission." Bulkhead said and Bloom got this look in her eyes. "Hey Doc, has my suit been tested with extreme weather yet?" Bloom asked and Ratchet looked at her curiously. "No, I don't believe so." He said before getting back to work. "Can I test it with Bulkhead and Bee?" Bloom asked bouncing on her heels in excitement. "I don't think that would be wise considering you haven't gotten proper training." Ratchet said and Bloom rolled her eyes. "Okay, let's see what dad has to say about it" Bloom said and as if on cue, Optimus came walking in. "Hey dad, can I go on an exploration mission with Bulkhead and Bumble-bee?" Bloom asked and the mech looked between her and the two bots in question. "I don't think it should be a problem. Where is it?" Optimus asked and he saw the coordinates. "I don't think a severe environment like the Antarctic is safe for a new recruit like you" Optimus said and she walked to the autobot symbol and got into her armor, which stood slightly taller than Arcee. "I'm more than ready ya know. Plus, what better way to test my suit with extreme weather than go into the extreme weather areas?" Bloom asked and Optimus sighed. "Alright. Bulk-head, Bumble-bee, take good care of her while you're out there" Optimus said and Bloom squealed. She hugged him and he hugged her back. "Be careful sweet spark" Optimus said and Bloom nodded after she let him go. She walked to the group, and Ratchet was grumbling the whole time he was setting her sensor. "When your badge goes into the blue zone, call for a bridge and come back. System failure won't be far off." Ratchet said and they nodded. He made all their badges light up in blue. Bulkhead's was on his arm, Bumble-bee's was on his door wing, while Star-light's was on her back winglet. "Alright, let's rock and roll" Starlight said and Ratchet opened the ground-bridge.

**Antarctic**

Bulkhead, Bumble-bee and Starlight were walking for an hour until Bumble-bee started complaining.

**-Are we there yet? - **He asked while shielding his face from the wind. "No were not there yet, but it should be just past this ridge bumble-bee." Bulkhead said holding the scanner. "Yeah bee, so stop whining" Starlight said with her arms crossed. They came up to the ridge, and they all slid down the snow covered ridge. Starlight slid down sideways because she was smaller, and she wanted to look like she was snowboarding. When they got down to the ice below, Bulkhead's fat head was in her way. She walked around him and stood between him and Bee. He held up the scanner and shook it. "I don't get it; these readings are off the meter." Bulkhead said as it beeped. "Well maybe you can't read it right" Starlight said with a smile and Bulk pushed her lightly. "Very funny Star" Bulk said with a smile and she noticed Bumble-bee looking at something.

**-Hey! I think I found something! - **Bee said and the trio walked to the lake of ice. Starlight looked at the lake, and her internal scanners said it was something that was supposed to be down there. "Guys, I don't think this is a good idea. What if it's dangerous?" Starlight asked and Bulkhead shook his head. "You need to stop being so paranoid." Bulkhead said and they proceeded to carve through the ice and pull the pod out.

**At Base**

Starlight, Bulkhead and Bumble-bee were sitting in the medical bay while Ratchet de-frosted them. Bulkhead went to detach the hose that was defrosting him. "I told you doc, were fine" he said getting up, but Ratchet pushed him back down. "The only way to be certain of that bulkhead is to endure standard defrosting procedure" Ratchet said.

"You know prolonged exposure to subzero conditions can cause permanent systems damage." Ratchet said until Optimus walked up with Arcee, Chromia and Elita beside him. "Ratchet, have you learned anything of our artic find?" Optimus asked. "Not yet, the pod can't be open while it's frozen solid." Said Ratchet and Starlight looked at the screen in fear. "This is gonna be bad" Starlight said.

A few minutes later, Ratchet opened the ground-bridge for Optimus and Arcee. "Arcee and I will search for any clue which might explain the origin of our artic find" Optimus said standing at the ground-bridge with Arcee. "You be careful dad. I almost stopped functioning when I was out there" Starlight said and she changed out of her armor, and walked up to the couch. "Only until your sensors sound, Remember, once your core temperatures drop into the blue zone, system failure aren't likely, their eminent." Ratchet said and Bloom wrapped up in a fluffy blanket because the cold was still affecting her. They all turned towards the entrance when they heard engines of the bots coming through the tunnel. Bulkhead stopped and Miko got out while Jack and Raf got out of Bumble-bee. "Miss us Doc-bot?" Miko asked and Bloom smiled. "Ugh, shouldn't they be in school?" Ratchet asked and Bloom laughed. "Yeah right. It's Saturday, why do you think I'm here?" Bloom said getting the remote. "Yeah, we have the whole weekend off, to spend with you" Miko said as Ratchet grumbled to himself. "Wasn't expecting a carpool, what gives Arcee?" Jack asked and Arcee walked to him. "Tag team Jack. It's my turn for exploration duty" Arcee said with a hand on her hip. Elita stood on the right side of Optimus making sure he had everything he needed. "Too bad, it's a beautiful day for a ride. Would hate for you to feel guilty for leaving me indoors." Jack said. "Arctic exploration duty" Arcee said. "Indoors where it's warm" Jack said, and he walked away. "The arctic, I've always wanted to see snow." Raf said and Optimus smiled behind his mask. "I would invite you to join Raphael, but the conditions are much too extreme, even for we Auto-bots." Optimus said. "Oh, I understand" Raf said about to walk away. "But, I will bring you back a snowball." Optimus said and Bloom smiled. "Daw! That's so sweet" Bloom said and Miko punched her in the shoulder. "Hey, what about we settle this with a little one on one action. Batman VS. Superman." Bloom said and Miko smiled. "You're on!" she yelled and Bloom snapped her fingers while she dressed them in the costumes of said characters. "Bring it shorty!" Bloom said and Miko started kicking and punching at her, and Bloom swept her legs out from under her. She put her heeled boot on her chest and pumped her fists in the air. "Ya know, for someone that lived in Japan her whole life, you'd think you know at least a little bit of Karate." Bloom said and took her foot off of Miko's chest. "Yeah, well my parents couldn't afford them" Miko said and Bloom rolled her eyes. "Yeah, just like they couldn't afford those two pure bred cats and the piano lessons since you were three either." Bloom said and Miko stuck her tongue out at her. Bloom looked around and didn't see Raf. "Hey Miko? Where's Raf?" Bloom asked and she shrugged her shoulders. They all walked up the stairs while Miko turned to the guys. "So what do you think we should do today?" Miko asked.

**-Video game tournament! - **Bee said imitating a controller in his hands. "Video game tournament, last one standing wins" Raf said and sat next to Miko and Jack while Bloom stood behind them. "Bulkhead, Bumble-bee. Here, now!" Ratchet said and the two sighed. **–Sorry Raf- **Bee said and they walked away. Raf waved goodbye and when he reached for the controller, Miko grabbed it causing him to stumble and almost fall off the couch. "Prepare to be destroyed" Miko said offering Jack a controller. "Not really my thing Miko" Jack said and UN known to them, a small portal appeared beside the ground-bridge. "Hey Bloom, What's up?" Musa asked holding a guitar case in her hand. "Nothing much; Just hanging around bored. Where's the bots?" Bloom asked. "They're on patrol. Won't be back till later" Musa said and the whole group walked up to the TV. "This is seriously your TV?" Tecna asked and when she snapped her fingers, the small box TV turned into a 30' flat screen. "That's a TV." Tecna said and the two kids stared wide-eyed at it. "Thanks Tecna" Miko said and they started their tournament. Bloom looked around and noticed a certain lack in 12 ½ year olds. "Hey Miko, Where's Raf?" Bloom asked and she shrugged her shoulders. Bloom transformed, and she flew down the halls of the base and saw Raf holding a small metal ball. "Hey Raf, what 'ya got?" Bloom asked landing infront of him. The ball moved, and opened its eyes. "Aww, how cute" Bloom said and held the little metal ball. "I found it in the hallway. I didn't know you guys had pets" Raf said and Bloom shook her head. "We don't. As far as I know anyways" Bloom said and she smiled when it rubbed up against her. "You are just the cutest thing" Bloom said and they walked back in the room.

The pair walked into the room and Bloom saw Ratchet, Bumble-bee and Bulkhead kneeled by an exposed conduit. "Hey Guys, look what I found" Raf said and when they looked up, all of the bots, ladies included, fell back against the ground bridge holding out their weapons and Bloom guarded him. Apparently so did, Jack, Miko and the other girls in the room. "Whoa! What's your issue?" Bloom yelled in her fairy outfit. "Yeah what's with you guys?" Miko asked. "Scraplet, SCRAPLET!" he yelled and poor Raf was jumping to get a look over Jack's shoulder. "What's a Scraplet?" Raf asked. "The most dangerous vermin to crawl across the face of cybertron" Ratchet said with fear in his voice. Jack stood straight and looked at the sleeping ball of metal. "This, are you kidding me?" Jack asked, "Your giant robots, and scrappy here is teeny" Miko said with a lot of hand gestures, which in turn smacked Layla across the back of the head. She turned to glare at her and Miko smiled innocently. "You have no idea how much damage that teeny thing can do" Bulkhead said backing up with his cannon raised. "Awe, he wouldn't hurt anything" Raf said and the Scraplet opened its big purple optics. It looked at the bots a second and opened its mouth to reveal chainsaw like teeth. Bloom and the kids stepped back while the Scraplet headed towards bumble-bee. Bloom did all she could to stop it, but it was to no avail. She tried burning it, she tried kicking it, but it kept going. The bots fired at it, and it launched its self onto Bee's leg. It latched onto his leg and started chewing on his armor. Bee fell on the floor and when he tried to crush it with his hand, it just crawled up onto his arm and started chewing there. He eventually knocked it off and it landed on the Auto-bot symbol. It got back up, but not for long because Raf smashed it with a crowbar he found. He kept hitting it until Jack stopped him. "Easy there killer." Jack said and he ran over to Bumble-bee. "Whoa, I did not see that coming" Miko said and Jack nodded. Bloom walked over to the Scraplet, and she picked it up. "I wonder" Bloom said to herself, and she made it float. She brought up visuals from the scraplets memory core, and saw Cybertron. "Every Scraplet has a memory. They all have memories of Cybertron" Bloom said and she teleported this Scraplet to her room and stuck it in a plastic box. Raf had run over to Bee and Ratchet said that he'll be fine, but she didn't catch whatever happened next. "Now do you believe me? All scraplets do is dismantle machinery, and eat anything metal, especially living metal." Bulkhead said next to Bumble-Bee as Ratchet looked at him. "Well, bug squashed game over. Right?" Jack asked and Tecna looked at Bumble-bee's leg. She ran her hand over the metal, and it melded back together. All the bots looked at her and she smiled. "I am the fairy of technology. It's just what I do" Tecna said and she walked back to the group of girls. "To answer your question Jack no, when it comes to scraplets, there's never just one. And I fear I know how they got in here" Ratchet said looking up at the computer.

**Storage room**

Bloom, the bots, and the human friends stood outside a very large pod and Bloom rolled her eyes. "It's a trap, a Scraplet trap." Ratchet said holding up his light. "Uh, an empty Scraplet trap" Bulkhead said peeking around the open hole. "I told you two that I had a bad feeling about this, but no! You thought I was just being paranoid" Bloom said crossing her arms over her chest. "Most likely ejected into space eons ago. Only to wind up in the Arctic where the cold temperature kept them in stasis." Ratchet said holing up his light. "Until we brought the thaw." Jack said and Bloom shook her head. "You guys didn't, these two lugs and I did it. I told them about the bad mojo goin on, but they didn't listen to me" Bloom said looking at the two bots behind her. "Yeah, now their wide awake and ready to brunch" Miko said and Raf got this scared look on his face. "So, how many are we talking about?" he asked holding a crowbar on his shoulder. "Thousands. (changes light to his normal hand) the power malfunctions in ground-bridge damage, are sure signs that their infestation is well under way." Ratchet said and Elita looked at the bot in worry.

**Arctic**

Optimus is seen climbing down a cliff face when his autobot logo started beeping and flashing blue. "Arcee, what's your status?" he asked. "My sensor's going off. Guess we should call for pick up before things get chilly." Arcee said. "Optimus to base, core temperature readings have reached the blue zone. Prepare to activate Ground-bridge" he said but he was only met with static and a rising fear in his spark.

**Base**

"Ratchet to Optimus, do you read me? We have a situation" Ratchet said before the screen went blank. "Scraplets have gotten into the comm-link system. If we don't eradicate these creatures immediately, they will reduce the entire base to a scrapheap." Ratchet said while the bots and children gathered around. "Well I say we bug out of here and let them keep it." Bulkhead said.

** -I agree! - **Bee said nodding his head. Bloom ran up the stairs from her position on the ground level with the girls, and walked to Ratchet. "You've dealt with them before haven't you?" Bloom asked and he just looked at her. "Evacuation is not an option. If we don't get the ground-bridge online stat, than Optimus and Arcee will perish." Ratchet said and Bloom stepped back in shock. "They will?" Jack asked and Miko walked over to Bulkhead. "Bulkhead, you never run!" Miko said with her hands on her hips. "Miko, you haven't seen a swarm of these things devour a bot. I have. They pick you apart, from the inside out. They go for the small juicy parts first. Fuse by fuse, circuit by circuit. Till there's nothing left, and I mean nothing, not even your optics" Bulkhead said with a sad face. "You have to let us help" Jack said. "Were not made of metal." Raf said stepping up beside him. "Yeah, and now we have a whole group of fairies at your side." Bloom said with the group of girls behind her. "Yeah, the Scraplets can't hurt us" Miko said totally ignoring Bloom. The girls floated up and formed a circle. "Bloom, we think this group should have a name, something catchy and fun to say." Stella said and Bloom rolled her eyes. "We could be called something like the **Wonder 5,** or **The Stella five**, **the power troop, or the BSMTF." **"BMSTF? What's that?" Musa asked. "Beauty, Style, Magic and flair, and those happen to be the first letters in each of our names." Stella said. "Nah, that's way too cheesy" Musa said with a head shake. "I say Bloom picks it" Flora said while her hair floated around her. "Me too!" they all cheer. "Really? Cause I did come up with a little something. I even made a logo (Pulls out a piece of white paper from her boot, and unfolds it.) Check it out." Bloom said. "That's awesome!" Flora said and Stella took it. "it's totally meant Bloom" Stella said holding it up. "So, our name is **Winx**?" Tecna asked confused. "Even better, were the **Winx Club!**" Bloom said while making red lines cross when she crossed her arms. "It's official, were the Winx club" Musa said and everyone high-fived. "Typically I find your fleshiness to be your least engaging quality, but it would appear to provide an advantage under these extremes." Ratchet said and the Winx floated over. "Okay good, so we pair off. Two humans per bot. Musa and I will watch your back while you repair the ground bridge." Jack said and Musa glared at him. "While we go on a bug hunt" Miko said while Bulkhead and Bumble-bee shook with fear. Chromia and Elita just stood there and shrugged their shoulders.

**Arctic**

Optimus and Arcee were trudging through high winds and lots of snow at their feet while trying to keep the snow out of their circuits. "Optimus to base. Do you read?" he asked again, and Arcee fell to her knees. "Are you sure a nice long drive wouldn't help? I hear Miami is beautiful this time of year" Arcee said wiping some ice off her armor. "The nearest temperate climate Is too distant Arcee. Attempting to reach it would expend too much energy and hasten the freezing process. Until Ratchet sends for us, and he will, our best option would be to seek shelter and insulate ourselves." Optimus said.

**Base**

Miko, Layla and Bulkhead all walked down the hall with their weapon of choice. Miko with a socket wrench, Layla with a morphix rod, and Bulkhead with his cannon armed and waved it around scared.

"I get to be your body guard for once. How cool is that?" she asked. Layla floated along and noticed Bulkhead's stressed out composure. "Bulk, chill. Nothing is gonna happen to you" Layla said. "Raf found the first one here right?" he asked and the lights shut off. "AHHHHHHH!" he screamed and Layla fell on her butt laughing. The lights came back on and Miko grinned while Layla was doubled over in giggles. "Did you just scream like a little girl?" she asked. "No….maybe…can we talk about this later?" Bulkhead asked and Layla got up from her laughing. "It wasn't that funny" Bulkhead said embarrassed. "Yeah it was. I can't wait to tell Bloom about it." Layla said and Bulkhead sighed in defeat. They walked further down the hallway, and Bulkhead heard this noise of something crawling against metal. He pointed his cannon at the pipes, and Miko giggled along with Layla. "Chill big guy." Layla said. "Yeah, take it easy Bulkhead, just stay focused. Everything's gonna be just…." He never let her finish because he fired at the ceiling and Layla ducked. "Warn a girl when you're gonna go trigger happy. You're not Iron hide and you can't get away with it like he can!" Layla yelled while comparing Bulk to her guardian. He kept firing until wires and pipes fell on him. "AHHHHH!" he screamed again and Miko ducked. "Chill big guy, you need to chill!" Layla yelled. Miko turned around and her jaw hit the floor. Bulkhead was fighting with giant pipes, and wires that fell around him.

"Okay, wish I hadn't seen that" Miko said. "I wish I recorded it" Layla said and Miko giggled. "Bulkhead, your fine, It's just a bunch of cables" Miko said and Bulk froze. "oh, right, cables." He said and pulled one down. Seconds later, thousands of little metal balls fell from the ceiling, and he started screaming again.

**With Raf, Tecna and Bumble-bee**

They crouched infront of a hall way, and Bee had his cannon ready. **–man, they really chowed down- **Bee said and Tecna looked at him puzzled for a second. "Man, don't these things ever stop eating?" Raf asked holding his crowbar. Bumble-bee, Raf and Tecna walked to the open vent infront of them, and Bee kneeled down to their level. He gestured them to get back, and he ripped off the gate while Raf and Tecna stood infront of it ready to smash, but all they saw was a fan. They looked over to the air vent on the floor and heard thousands of tiny chainsaw like noises come from it. All of a sudden, little Scraplets came jumping out of the vent and started walking to them with their teeth ready to chew. Bumble-bee started firing; Raf ran at the Scraplets and smashed them while Tecna used digital shocks and little data chips which made them dissapere on contact.

**With Bloom, and Elita **

Bloom walked infront of her and Elita walked with her cannons charged. "So Bloom, How did you acquire such an intricate Armor?" Elita asked and Bloom smiled. "Ratchet actually built it for me for my birthday. He said that it would be a good idea that I could finally help you guys out in the battle. Dad trained me and now, I have this amazing family that is chock full of wonderful people, and now it's in danger." Bloom said holding two hands full of fire that was glowing bright yellow. Elita smiled, and they kept walking down the hallway.

**With Ratchet, Musa and Jack**

Musa, and Jack were standing behind Ratchet, holding pipes, and Musa was making a sound barrier. "How's it goin over there?" Jack asked. Ratchet sighed while he was kneeling by the open panel. "I've repaired the damaged conductors, re-routed the central conduits, but the Ground-bridge still won't receive power." Ratchet said punching the floor. Jack heard the small tinkering noises of the scraplets and looked at Musa. She nodded, and she stood ready. "I heard those coming a mile away" Musa said and Jack held his pipe ready. They looked around, and saw the vent was missing and the hole was covered with Scraplets. They looked up, and the scraplets launched off the wall.

Jack got ready, and Musa started shooting down Scraplet by Scraplet. "They fly? You never said they could fly!" Jack said and Musa made a purple bubble of energy, and when the Scraplets touched it, they fell to the ground in metal heaps.

They latched onto Ratchet, and Ratchet fell to the floor while trying to get the scraplets off. Jack ran to him and Musa flew to him. "Ratchet!" Jack yelled and Musa shot the Scraplets off. He tried to get up, but he fell back down. Jack came over, smacked at the Scraplets and Musa kept firing at the little balls of chainsaw teeth. "Fire extinguisher!" Ratchet said and Musa got the hint. Jack ran for the fire extinguisher and when he got it, he ran to Ratchet. He started spraying the bot, and Musa used a frost spell that she learned from Faragonda last semester. _"Fridgita" _Musa said and she shot out funnels of snow, and ice at the scraplets as they started devouring the armor of the doctor. Sooner or later, the Scraplets came off, and Ratchet was able to stand up. Musa froze every single one while Jack sprayed them with the fire extinguisher. The other bots came in holding their arms, and limping while covered in bite marks, and leaking little streams of energon while the humans were running to keep up. "Ratchet, get the patch kit, were leaking energon like…whoa!" Bulkhead said and looked up at the moving cloud above them. "Winx, we need to use a frost spell. Remember the spell _"Fridgita" _Well I think it might work. Bloom, you can help out too." Musa said and the winx floated up and gathered in a circle while their backs faced each other. They all glowed separate colors and they transformed. "Let's go Winx!" they shouted and the room was covered in a bright light. When the light died down, there floated six fairies waiting to kick butt.

_Bloom wore a blue crop top with no sleeves, a yellow gem on the collar, and a short collar on the top. She also wore a blue mini skirt, light Blue gloves that reached her elbows, and ended at the back of her hand while exposing her fingers underneath the draped cloth. She also wore a pair of light blue ankle boots on her feet, wings with the tips being dark blue, and the rest light blue with an outline of yellow, and a yellow tiara on her head. _

_Stella wore an orange one shoulder top, orange short shorts, and blue bands on her wrist, orange boots that reached past her knees and wore her hair in low pigtails with a blue head band. She also wore a set of blue wings on her back with a line of yellow around them. _

_Musa wore a red one shoulder top with a sheer red middle, a red miniskirt, red boots that reached her knees, a purple ribbon on her right arm, her navy blue hair in her signature pigtails, and a pair of purple head phones over her ears. Her back was adorned with thin blue pixie wings that were outlined in red. _

_Flora wore a pink and white corset with long pink gloves that ended the same way as Bloom's, and it reached just below her shoulders. Her skirt was light pink, and her boots reached her ankle the same way Blooms did, but they were pink. On her neck was a green choker with a pink flower pendant on it. _

_Tecna wore a full body suit of light blue and light purple. The purple ended at her shoulders with a collar and the light blue started as her gloves. On her head was a purple helmet with a green stone in the center that rested on her forehead, while her pink hair hung out of the side of it. Her boots were light blue with a purple sole, and her wings ended up being a green swirl on her back that turned into a digital triangle. _

_Layla wore dark and light green halter top with the colors split on two sides, a silver choker around her neck, a pair of silver bracelets on her left arm, a light green strip going diagonal across her stomach that connected the shirt to the skirt which was light green with a pair of silver decals on each hip. Her boots were mainly light green but the soles of the boots were white and the boots themselves reached the middle of her calf. Her hair was the same as always, and her grey and white wings popped out of her back and through her hair. _

They floated in a circle and joined hands. They made a small cloud of frost, and sent it to stop the Scraplets. The Bots looked on in amazement as the teens in the air froze every single Scraplet in the air, and in the room. The little insects that didn't freeze, or that didn't get caught in the cloud attacked the bots, and the winx looked around. "There's no way this is going to work for all of them. We need another plan" Bloom said and she picked up a crow bar. "Let's try the direct approach" Musa said reading her mind. "You know it" Stella said and picked up a large metal pipe. Bulkhead and Bumble-bee were fighting off the Scraplets by hitting them, blasting them, and crushing them. However, they didn't back down for a while, even with the kids helping.

The bots were all the ground struggling to get them off, and Ratchet was reaching for the Ground Bridge. Bloom couldn't help but feel sick, and her stomach churned at the sight of the bots being devoured.

**Artic**

Optimus and Arcee have found a shelter under a now bank, and Optimus was keeping watch. He looked over and saw Arcee asleep next to him while curled in a ball. "Arcee, Wake up" he says and Arcee's head pops off of her knees. "Just resting my eyes" she says after rubbing them, and laying her head back down on her knees. "The longer we remain alert, the longer we remain alive." Optimus said while ice was collecting on his helmet. "What do you suggest…wait…how about a game. Let's play who screwed things up back at base." Arcee said with a smile. "Our predicament could be the result of a simple malfunction" he said. "Caused by Bulkhead; let's see, no comm-link, maybe even no power. The big lug probably tripped over a chord. He's never been too graceful. Remember when we arrived on earth and Bulkhead walked into those power lines? Who knew he could dance like that." Arcee said with a laugh. "Bulkhead may be too large for this world, but his inner strength is without bounds. One should not be measured by size alone" Optimus said with his legs crossed and his back against to the snow. They both watched the horizon and waited for the rescue team.

**Base**

Jack, Miko and Raf were busy disabling the last of the Scraplets while the Winx were talking to each other while Tecna studied the Scraplet infront of her. "This Scraplet has amazing wiring and circuitry. I think I may be able to deactivate its hostile programing and reprogram it to be loyal and loving. But I need to take these teeth out first." Tecna said and she used a tool to disconnect the many rows of teeth that were in the head of the Scraplet. "There, now to fix its hostile programming." Tecna said while Bloom looked at the Bots on the floor. "We get them all?" Jack asked and the sounds of drilling caught their attention. "Hardly, those were just scouts." Ratchet said and Bee whined.

**-Man I hate scouts!- **he said and laid his head back down. "So the rest of them know were in here?" Bulkhead asked with fear in his voice. "If we allow ourselves to become their next meal, Arcee and Optimus will never make it back home" Ratchet said and Elita looked up worried. Chromia spotted her sister's expression and smiled. "Hey sis, don't worry about Optimus. He's a tough bot. He can handle anything" Chromia said and Elita smiled. "He's not the one I'm worried about." Elita said with a frown. "Arcee is just fine. I can feel it through our sibling bond." Chromia said and Elita nodded. "You're right. I'm sorry Chrom." Elita said and they hugged weakly due to the Scraplet attack. "We must get the Ground-bridge operational." Ratchet said looking at the gaping hole in the wall. "Then we can use it to send the Scraplets anywhere on earth." Raf said and Jack walked up to him. "Why not back to the arctic? We already know they don't do cold" Jack suggested. "Sweet, one stop shopping." Miko said holding her wrench.

**(Imagine Ratchet holding one of those, and it being 30 times bigger, and then imagine it hitting Mudflat and Skids on their heads, hilarious right?)**

"Given the body mass of the Scraplets and the sub-zero temperature should freeze them on contact. So think Ratchet, think. If the Ground-bridge is still down, there must be a breach in the energon fuel line" he said after rubbing his neck.

**-If we weren't breaching ourselves- **Bee said trying to sit up, but he fell back down. "If we weren't breaching then one of us could get back there and fix it" Bulkhead said. "Where do we find it?" Jack asked and Tecna stood with the winx behind them. "And how do we fix it?" Raf asked stepping up. "You'll need a welder, a mask, and some sheet metal." Bloom said ticking them off one by one on her fingers. The bots, and the humans looked at her and she smiled. "I knew how to weld before I even turned eleven so don't look at me like that" Bloom said with a hand on her hip. "Maybe you should do it then" Miko said with her wrench in her hand.

"I will. You're too young to do it anyways." Bloom said and Miko rolled her eyes while Bloom got a human welder out of the cabinet under the stairs. She also grabbed a spare sheet of metal, and a welding mask.

**In one of the many corridors**

Bloom, the rest of the Winx and the three human children tiptoed around the Scraplets and Tecna was looking at the huge pipe next to them. "Were okay, were not metal" Jack said to reassure the two kids. Bloom looked around the room and found the breech. "There it is. Let's get this done and bring them home" Bloom said and she saw Miko and Raf kneel by her while the others guarded them from the Scraplets.

**Main room**

Bulkhead, Bumble-bee, Ratchet, Elita and Chromia all sat on the floor against the concrete platforms and rested. "So if, when we get the Ground bridge open, we send the creepy crawlies out, and bring our bots in…" "Optimus and Arcee will be fresh meat. If we bring them in first, the Scraplets will have no reason to leave. We'll need bait" Ratchet said looking at the larger Mech. "Where are we gonna get bait? The scraplets already helped themselves to everything in here" Bulkhead said.

**Back at the pipe**

Bloom was just putting the finishing touches on the welding when she saw the Scraplets fly by and up a vent. "They're getting ready to feed" Raf said from on top of the pipe. "Not on my family their not!" Bloom said and she transformed in a flurry of fire and light. She flew down the halls, and up a large vent while following the Scraplets. The winx transformed and followed her while the three teens, well two teens and a pre-teen, ran along the hallway, and back to the main room.

**Main room**

Multiple vents came out of their holes, and three swarms of Scraplets flew into the room followed by two fairies each. "Ratchet, we got it patched. Ya need to fire it up" Bloom said making a shield that blocked them from the bots.

**Arctic**

Optimus and Arcee were lying in the snow, and were almost frozen to their cores. "ya know the worst part, After battling cons all these years. After getting smacked down, shot at, blown up. This is how our lights go out?" Arcee asked and Optimus lifted his head. "Arcee, this may not have been the finish that we have planned. But if this is indeed the end, if we are to become one with the Alspark." He Moves his hand so Arcee can put hers in his, and they hold hands briefly. "It's been an honor serving with you, Optimus Prime" Arcee said and he nodded while smiling behind his battle mask.

**Base**

The swarm has gotten larger, and the Winx were trying to hold the shield for as long as they can, but one Scraplet started chewing through it. "Ratchet, all systems go!" Jack said coming in the room. "Fire it up" Miko yelled with a fist bump. Ratchet struggled to get up and when he did he said, "Ground-bridge activated." And after he pulled the lever, he fell on the floor.

**Arctic**

Optimus was leaning his head on the snow while thinking about the first time that Bloom rode a bike, the first time she went to school, and the first time she learned how to fight. He was so proud of his little girl, and now, he wouldn't even see her get married or even graduate high school. All of a sudden the ground-bridge opened up infront of them, and Optimus looked up with a hopeful expression.

**Base**

As the Ground-bridge opened, Bloom looked at the bots, and smiled when she saw Elita, and Chromia sitting by the hallway entrance and rested. Bulkhead looked up at the swarm of Scraplets behind a red shield and watched as a metal ladder fell from the ceiling and landed on the floor next to him. He looked at the ground-bridge and slowly got up. "Bait huh?" he asked and looked up at the swarm. He stood up, and waved his arm. "Ready for the main course?" Bulkhead asked and the Scraplets opened their mouths ready to feed while their chainsaw teeth rotated. They flew down to him and he ran through the awaiting vortex while saying "come and get it!" They followed him through while Ratchet covered Bumble-bee with his own frame to prevent him from getting eaten. Bulk ran through the Bridge and the swarm followed. Bloom had the girls in a red bubble shield and they watched as Bulk sacrificed himself to save her family. He dissapered through the bridge and so did all the Scraplets.

**Arctic**

Optimus and Arcee were slowly making their way to the portal, when Bulkhead came through. They stopped and Bulkhead limped through. "Down, Down!" he yelled and he fell face first into the snow. The swarm flew out from behind him, and went straight for the pair. Before they could reach Optimus and Arcee, they froze in midair, and bounced off of Optimus' armor. Bulkhead looked up and brushed off the frozen balls that were still attached to his armor. "I'd invite you in, but the place is a mess." Bulkhead said while the sun came out above them.

**Base**

The place was littered with dead Scraplets, and the bots were gathered in the med bay while Bumble-bee and Arcee lay on Berths, Bulkhead sat on the floor, Elita sat next to Optimus, and Chromia sat beside Arcee's berth. Ratchet sat on the opposite side of Optimus and the kids were at computers, while they monitored the status of the bots.

"Report bio-circuitry status" "Levels are rising" Jack said while giving him a thumbs up. "Excellent. Raphael, keep a close watch on Bumble-bee's electro pulse monitor. Miko, check Bulkhead's interface patch" Ratchet said. "It's steady," Raf said. "Lookin good" Miko said while Bloom watched from the lounge area. "Perhaps you should get some rest yourself old friend. You saved quite a few lives today" Optimus said with a smile. "It wasn't all my doing, were just fortunate this infestation happened on a Saturday" Ratchet said and snoring could be heard from the couch in the hangout area. Optimus looked over at his daughter, and saw her curled up on the couch with her dragon plushy, and a pink blanket over her while she rested her head on a fluffy white pillow. He smiled and turned back to his friend. "Our human friends may be small, but they are strong" Optimus said and Miko let out an ear piercing scream and made the group jump up in alarm. "Scraplet?" Jack asked with his pipe ready, and Raf was armed with a crowbar. "SPIDER! Is it on me?" Miko asked while she freaked out and danced away while trying to get the invisible spider off her back. "Did she just scream like a little girl?" Bulkhead asked looking at her, and the group shook their heads.

The winx gathered around Bloom and Tecna brought out a finished, non-lethal Scraplet from her bag. "This should keep Bloom happy" Tecna said and placed the sleeping Scraplet next to her and it cuddled into her arms. "Aww, how adorable" Stella said and they flew over to Optimus. "We need a ride home, Sunny and the bots are still on patrol" Stella said and he nodded. "We will escort you home tomorrow. None of us are in any condition to drive" Optimus said and he walked to his quarters with Elita while Chromia smiled at her sister. They all talked until it was time to take Jack, Miko and Raf home, and Jack just told his mom he was staying with some friends. The others did the same, and they went up to the lounge area to watch TV but stopped short when they saw Bloom lying on the couch snoring away. They set up their blankets and stuff with the other girls, and it looked like a circus has taken over the base.

**I'M DONE WITH THIS ONE. I HOPE YOU GUYS LIKE IT, BECAUSE IT TURNED OUT TO BE 10 PAGES LONG! THAT'S INSANE!**

**PS: I DON'T OWN ANYTHING RELATED TO TRANSFORMERS OR WINX CLUB!**


	3. Chapter 3: Con-Job

**OKAY, SO YOUTUBE DOSEN'T HAVE ALL THE EPISODES ANYMORE. I SUGGEST THIS WEBSITE. .com IT WORKS A LOT BETTER AND IT DOSEN'T TAKE TOO LONG TO LOAD. THANKS FOR ALL THE PEOPLE THAT ARE ACTUALLY READING!**

**DISCLAIMER: I DON'T OWN ANYTHING TRANSFORMERS RELATED, BESIDES A DSI-XL GAME, AND I DON'T OWN ANYTHING WINX CLUB. **

**Winx Prime **

**Chapter 3: Con Job**

**The Morning after "Scrapheap"**

The base was quiet and when Bloom woke up from her power nap, she felt something extremely cold rubbing up against her. She looked down and shrieked. She jumped up from the couch, and held a crow bar. The little metal ball cringed and tucked it's self in the couch while cowering in fear. She heard footsteps come from the hall way and Ratchet came in with a wrench. "What's going on? I heard a squeal" Ratchet asked. "There's a Scraplet in the couch." Bloom said and Ratchet backed up. The Scraplet hopped up on the back of the couch, and yawned. Ratchet noticed that this one didn't have teeth, and its optics were blue. "That's rather odd, A Scraplet with blue optics and no teeth." Ratchet said and when he went to touch it, the Scraplet rubbed its head against his hand while it purred. "Aww, it's not so scary anymore. I think we should keep it" Bloom said picking it up and rubbing its head. "Talk to your dad about it" Ratchet said and Bloom saw the distressed looks on all the faces of her friends when she turned around. "Sorry to wake you guys up so early. I kinda freaked out about it considering what went down yesterday." Bloom said and they all sighed. Jack's hair was all over his head, Miko's hair was down and past her shoulders in black waves with little bits of pink here and there, and Raf was rubbing his eyes while he crawled out of his sleeping bag. The winx, who are sleeping in a large tent, were still fast asleep. "Being what we are and with what we went through yesterday, I don't blame them if they're still asleep. They used a lot of magic yesterday." Bloom said and set the Scraplet on the couch and stretched. It trilled, and flew up next to her. "Your real energetic today aren't you scrappy?" Bloom asked and it nodded its head. "Wait you understand me?" Bloom asked shocked. It nodded, and she just looked at it strangely. "Weird" Bloom said and she set the Scraplet on her shoulder, and walked to start her chores. She walked by Bulkhead's quarters, and banged on his metal door. "Yo Bulk! Wake up and start your chores! The Energon dispenser and the storage room needs cleaned." Bloom yelled and she heard banging from inside. "Alright, I'm up!" he said and Bloom went to wake up the others. She walked by her dad's room and when she was about to knock, the doors slid open, and Optimus walked out. "Hello Bloom. How are you this morning?" asked Optimus and Bloom shrugged her shoulders. "I'm okay. Can I ask you something?" Bloom asked and he nodded. "What is it?" Optimus asked kneeling down to her level. "I have a de-clawed Scraplet that my friends must have done for me, and I was wondering if I could keep it. It doesn't have any teeth and it can understand me" Bloom said holding the Scraplet out for him to see. "Scrappy, open your mouth" Bloom said and the little Scraplet opened its mouth and there was a smooth inside. "See, it's harmless now. He won't hurt any of you" Bloom said and cradled it against her chest. "I suppose you may keep it. Keep it away from Bulkhead" Optimus said and Bloom smiled. "Thanks Dad." Bloom said and kissed his metal cheek. She skipped away, and Optimus smiled.

**An hour later**

Bulkhead walked out of the storage room with Miko on his shoulder and they walked into the main room. "Okay, chores are done, now can we go do some dune bashing?" Miko asked sitting on his shoulder. "I don't know Miko, last time I spent a week picking sand out of my articulators. But there's a monster truck rally in town." Bulkhead said to the girl on his shoulder.

They looked at the group, and saw Bloom standing infront of the Winx with palm-palms in their hands. "Alright girls. We're gonna show those wanna-bees at school what a real cheerleading squad can do." Bloom said and she started teaching them flips, and everything she could for the amount of space that was provided.

"Optimus, I'm receiving a signal on a restricted band. It appears to be coming from a star-ship inside this solar system." Ratchet said from the computer. He punched a few keys, and looked up. "It's an Auto-bot identification beacon." Ratchet said. "So there are other bots out there?" Jack asked, and Stella looked at Sunny who was leaning against the wall. "Of course. Where did you think we came from?" Sunny asked pushing off the wall and joining his brother who was standing next to Iron hide. "The masses scattered to the galaxies when Cybertron finally went dark. But, Cons have been known to bait traps with false beacons." Arcee said with a glare. Optimus turned to the computer and opened a comm-link. "Unknown Vessel, this is Auto-bot Outpost Omega one. I identify yourself" Optimus said and Bloom smiled at how cool and authoritative he sounded. "It could be Jackie. He did say he would join us on earth" Tecna whispered to Layla and she nodded. The computer let off static for a minute, and a gruff, yet sarcastic voice came through it.

"_I've had warmer welcomes from Decepticon combat brigades."_

Bulkhead walked to the computer while Miko struggled to stay on. "Wheel-jack! You old con crusher what are you doing all the way out here?" Bulkhead asked and Layla nodded at Tecna.

"_Bulkhead, that you? What's with all the security?" _

"The rock were on's crawling with cons. How soon can you get here and even the odds?"

"_Some time tomorrow, if I put metal to the petal."_

"Another bot's coming here, how cool is that?" Miko asked on his shoulders. "Great, just what we need. Another metal behind taking up space" Bloom said and the Winx giggled. "Wheel Jack, I know of him by reputation only. Can you verify his voice print?" Optimus asked and Bulkhead smiled. "He is 1,000 percent the real deal Optimus." Bulkhead said. "We will send landing coordinates Wheel-jack. Safe journey." Optimus said.

"See ya soon buddy, I'll make sure you get a proper welcome" Bulkhead said and the comm-link cut off.

"So who's the boyfriend?" Arcee asked walking up. "Ha ha, me and Jackie go way back. We were part of the same war unit, the wreckers. (Punches his hand to emphasize his point) which means the cons are gonna wish he never found us." Bulkhead said and Miko just sat there calmly. "Miko, how can you just sit there and be calm when bulk's moving around so much?" Bloom asked. "How can you survive a family full of alien robots for ten years?" Miko asked crossing her arms over her chest. "Touché" Bloom said and she turned back to her group.

**Nemesis**

Sound wave played a recording of the recent conversation.

"_Wheel-jack! You old con crusher what are you doing all the way out here?" Bulkhead asked_

"_Bulkhead, that you, what's with all the security?"_

"A War hero hm, we haven't much time. Makeshift" Star scream said and a blue bot came from the door. Sound-wave used his tentacles to attach onto Make-shift's chest. His shadow was shown and his armor started shifting.

"_The rock were on's crawling with cons. How soon can you get here and even the odds?"_

"_Some time tomorrow, if I put metal to the petal."_

"_See ya soon buddy, I'll make sure you get a proper welcome"_

"I too know how to prepare a proper welcome." Star-scream said with a smirk.

**The next day**

All the bots and humans gathered around the computer while the humans anticipated the arrival. "Wheel-Jack's ship is approaching the landing zone." Arcee said and Miko was uber excited. "You think he's here to visit?" Raf asked looking up at Jack. "Maybe he'll stay. Hm, have to get his own human though." Miko said and looked at Bloom. "Don't look at me, I can't have the Bots schlepping me around all the time. Plus, if I wanted someone to be my guardian, it would be my dad." Bloom said and Optimus smiled while she sat on his shoulder. Ratchet typed in some coordinates in the ground bridge and pulled the lever. "Ground-bridge cycling up." He said and it started sparking. He pounded the box the lever was attached to and it came back online. "Blasted Scraplets, equipment hasn't been the same since the infestation." Ratchet said and Bloom looked up at her dad. "Hey dad, Can I go with?" Bloom asked holding her cube. "I suppose. But be careful." Optimus said and she smiled. He lowered her onto the floor, and she got into her armor. She stretched her limbs, and sighed. "Nice Bloom. I don't think we've ever seen you in that" Stella said and Bloom smiled. "The compliments go to Ratchet" Bloom said and Tecna looked it over. "Ratchet, may I have the schematics? I would like to build suits for the rest of the Winx" Tecna asked and Ratchet pulled out a chip that would adapt to any USB slot. "Thanks." She said and plugged it into her tablet.

"So wheel jack's gonna land halfway around the world, and then you'll bridge him here?" Jack asked. "We can't risk revealing the location of our base just in case the decepticons are tracking Wheel-Jacks ship." Optimus said and Starlight walked over to Arcee and her sisters while they admired her armor. Miko ran over to the rail near the ladder, and watched Bulkhead pacing. "Dude, I've never seen you so stoked" Miko said. "Oh, you're gonna love Wheel-Jack. We were like brothers, and tonight, we are gonna party!" he said and Miko exclaimed "Sa-weet!" and then and alarm sounded. "Bogies, closing fast on Wheel-jack's position" Arcee said. "Con scum!" Bulkhead said walking to the computer. "Let's get out there and kick some tail pipe!" Starlight said and high-fived the green muscle standing next to her.

**Somewhere over the deserts of Egypt**

Wheel-jack was flying to the arrival coordinates but six decepticon flyers were firing on his tail. He dodged and evaded as much as he could before one blast knocked out his engine, and he started going down. He ended up crash landing and the cons transformed behind him. They approached the ship with blasters drawn, and all of a sudden a blue light came from the smoke and hit a flyer in the face. Then out of the smoke came a white, green and red bot with a blaster charged and smoking from the last shot. "If you're trying to ruin my day, you'll have to try harder." Wheel jack said and put his mask over his face. He ran left, jumped, and crashed into the center con. He picked one up and threw it behind him. He punched one on his right, and did a front flip behind the con, and chopped his arm off while kicking him away. He used the arm and started smacking around the other con infront of him. That one ended up being flung backwards. "You cons have gone soft on me" Wheel-Jack said drawing out his Katana's from his back holster. He charged forwards and dodged an array of blasts coming from the con.

**Nemesis**

Star scream and Sound-wave stood at a console and watched the War hero fight the cons with precision. "Swiftly, before the Auto-bots get there" Star-scream said to Sound-wave.

**Auto-bot base**

Starlight, Bulkhead, Bumble-bee, and Arcee stood at the ground-bridge waiting for Ratchet to cycle it up. "Open the bridge Ratchet, were missing all the action" Bulkhead said and Starlight bounced on the wheels on her feet. "I'll prepare sick bay." Ratchet said and Bulkhead laughed. "Who, for the cons? This is Wheel-jack were talkin about" Bulkhead said and they all ran through the active vortex.

**Desert**

The bridge opened up and they jumped out with guns waiting for a fight. When they didn't see any, they put them away. "Aw man, we missed it!" Starlight said while putting her Katana's away. They saw the bot infront of them stick a sword through a con's midsection and Bulkhead smiled. "Heh, heh, I taught him that" Bulkhead said and _"Wheel jack" _looked up. "Ever think I might need a hand here?" _Wheel jack_ asked and Starlight folded her arms across her chest. "That's no fair; I thought I was the only one with Katana's." Starlight said with a pout. "What, and spoil the show?" Bulkhead asked and Arcee smiled. "You missed one" she said and Starlight shot the con in the face while _Wheel jack _looked at her. She smiled, and they walked closer. "If this is all ya got, the planets in bigger trouble than I thought" _Wheel jack _said and Bulkhead crushed him a bear hug. "JACKIE!" "Watch the finish ya old wrecking ball" _Wheel jack _said and the other bots smiled at the touching moment.

**Base**

They ran through together, and the Bridge started sparking again. The bridge went down behind them and they looked at it worriedly. "Jackie, come here and meet my other best buddy, Miko. She can wreck with the best of us." Bulkhead said. "Hiya." She said with a wave. "You keeping Bulkhead out of trouble?" _Wheel jack _asked and Miko smiled. "I try, but trouble finds us anyway" Miko said "Were gonna get along just fine" he said and _Wheel jack _saw the others. "I see you got some new friends." _Wheel jack _said and Iron hide glared at him suspiciously. "You should know us. We…" "Hide, let's just ignore it okay?" Starlight asked and _Wheel jack_ looked at her. "And who are you?" he asked. "Name's Starlight Prime." Starlight said and walked away from him. "Tecna, how's the project coming?" Bloom asked and Tecna showed her some designs. "Cool, keep up the good work." Starlight said and she heard large footsteps come up from behind her. She turned around and saw her dad approach the new bot. "Optimus Prime, It's a privilege." He said and Optimus nodded. "Likewise soldier. What have you to report from your long journey?" he asked. Starlight stood beside her dad, and smiled. She was hiding the fact that she sensed something about him from the others for now, but she would share it with Optimus later.

"Been bouncing from rock to rock, searching for signs of friend or foe. Now, I find both" _Wheel jack _said and bulkhead was all smiles from behind. "We are few, but strong. We have suffered losses, but we have grown. And we would relish welcoming a new member into our fold." Optimus said and Starlight bumped his arm. He turned his head to her, and she motioned for him to follow her. "I'd be honored." _Wheel jack _said and Bulkhead cheered. "Well then let's get this party started!" and he smacked his back, and then they chest bumped. Starlight saw the look on Ratchet's face when he saw them. "Oh joy" he said and she and Optimus went to his quarters.

**Nemesis**

"The moment that Makeshift passed through their ground-bridge, we lost his tracking signal. The Autobot base is no doubt heavily shielded to prevent us from locating it" Screamer said while walking along the hallways of the Nemesis with Sound-wave.

(**YA THINK! THEY DON'T WANT YA TO BLOW IT UP!)**

"No matter, I have complete faith in makeshift. (Opens the doors to the brig) Our inside man is already inside" Star scream said and in the room, hung the real Wheel-Jack from purple restraints.

"Tell Megatron he's fragged in the head if he thinks Bulkhead won't sniff out an imposter." Wheel-jack said and Star-scream smiled.

**(I thought he was already fragged in the head. Isn't that why he's comatose in the Med-bay?)**

"Haven't you heard I lead the Decepticons now" he said and Wheel-jack smiled. "You, HAH!" he laughed and Star-Scream started getting mad. He pulled his arm back to strike but Sound-wave stopped him by holding his arm back. "Yes, he may yet be of use. Makeshift is very good at keeping up appearances. He need only fool your friends long enough to open their ground bridge from within. So that I may finally learn the location of the Auto-bot base. And send in my strike team to stain its floors with the spilled energon of Optimus Prime." He said and Wheel-jack growled.

**Base**

Miko was playing her guitar really loudly and what didn't help was that Musa was playing her guitar as well. "Come on _Jackie, _show me what 'ya got" Bulkhead said and _Wheel jack _threw a massive metal ball and Bulk scooted back from the impact. "Yo bulk, throw it this way" Starlight said holding her hands up and putting her feet firmly on the ground. "Catch it starlight" Bulkhead said and when he threw it, she caught it with one hand, and spinned it on her finger. She threw it back, and Bulkhead threw it back to _Wheel-jack. _He threw it back and Bulkhead smiled. "Nice lob" Bulkhead said and they started throwing it around. Jack and Arcee sat near Chromia and Elita while the Winx played their various instruments. "So what's that about?" Jack asked and Arcee smiled. "It's called lobbing. A favorite past time on Cybertron, especially among the warrior class. Starlight picked it up when she was younger. Of course we used our holo-forms for that since she didn't have her armor until recently." Arcee said and the two sisters watched the tall femme throw a metal ball around with two wreckers.

Miko kept on playing with Musa, and she turned to Raf. "Come on Raf, show us some moves" Miko said and Raf adjusted his glasses. He got up and Miko started playing some awesome chords. He started doing the Robot and Jack smiled and laughed. "Of course, the robot" Jack said while the rest of the bots smiled.

**-Interesting- **Bee said and he started matching his every move. Jack looked around and didn't see an important bot. "Where's Optimus?" Jack asked. "Went for a drive, Primes don't party" Arcee said and Starlight looked over. "That's not true. I'm here aren't I?" Starlight asked walking over after abandoning her game with the two wreckers.

"Well your young, it doesn't count" Arcee said and Starlight giggled. "I can't believe Bee is doing the robot. That is too cliché" Starlight said and she watched _Wheel jack _stand by Ratchet and talk to him after he yelled at Bulkhead for hitting the ground bridge controls with the metal ball. She saw the dark look on his face, and she got even more suspicious than she already was. "That doesn't look right" Starlight said and she took Elita's arm and dragged her by the hall way. "Elita, we need to talk" Starlight said and the pair walked into a spare room.

**Spare Room**

"What's this about?" Elita asked leaning against the wall. "Haven't you noticed something off about the new wrecker amongst us?" Starlight asked leaning against the berth sitting against the wall. "He's probably just rocket legged. Ya know if there was something wrong with Wheel jack; Bulkhead would have sniffed it out a long time ago. Don't worry so much Starlight, he acts like a real gentle guy. He's just excited about seeing his friend again." Elita said. "But 'lita, he had this evil look on his face when he was talking to Ratchet. I know there's something inky about him, but I can't put my finger on it. When I'm around him, I get this negative vibe from him." Starlight said. "You're imagining things" Elita said and they walked back in the room.

**Main room**

They came in and they noticed one human and one Bot missing. "Where's Miko and _Wheel jack?_" Starlight asked and Jack pointed to the hallway. She darted to the hallway, and ran down the paths until she heard Miko talking about the storage area. "Anything I can help with Miko?" Starlight asked with her arms crossed. "I think you should finish the tour. I hear Musa's guitar screaming my name" Miko said and Starlight nodded.

Once Miko was out of ear shot, Starlight turned on _Wheel jack_ and took out her katana. "Don't think for a second I don't know who you really are. I have a disguise detector on my CPU and I can clearly see who you are. Makeshift" Starlight said and the bot glared at her. "I would keep that mouth shut before I shut it for you." He said with a hiss. "Oh please. You can't touch me" Starlight said and Makeshift threw a punch but she dodged, and punched him in the stomach. She used her sword, and put it against his throat. "Take down the disguise and surrender or I'll rat you out to Bulk, and I won't hold the gang back when they want to tear into you." Starlight said and the con grabbed her sword, and flung her across the hall. She hit the wall, and when she looked up, she saw Bulkhead look at her, and his optics went wide when he saw her bleeding energon from her arm, and face. He also saw her closing her optics slowly. Makeshift, now holding a katana raised it over his head, and was about to strike until Bulkhead saw and armed his cannon. "Jackie, what do you think you're doing?" Bulkhead asked and makeshift took her by the throat, and wrapped his arm around it. "Open the ground-bridge or your precious Prime is scrap metal." Makeshift said as he reverted back to his normal voice. He walked to the ground bridge and Bulkhead had his weapons ready. "Decepticon coward, let the girl go and face me" Bulkhead said. "Don't fret, plenty of fighting to come" Makeshift said and Elita stood behind them.

**-Optimus, Wheel jack is makeshift in disguise. You need to come back; he's got Starlight as a hostage-**

**-I'm already there; you might want to stand back- Optimus**

A truck horn came from the tunnel, and Optimus came from the tunnel while he revved his engine angrily. He transformed faster than anyone has ever seen, and stepped infront of Makeshift. "Makeshift, Let Starlight go." Optimus said with a bite in his voice. "How about you make me" Makeshift said and he squeezed his arm around her throat until she squeaked. "Dad, don't I'll be fine." Starlight said and Makeshift smiled. "Optimus, you let me go and I won't hurt your precious daughter" Makeshift said and Starlight smiled, and she took his head, and flipped him forward while Optimus stepped back. She flexed her neck. "Ya know Make-shift. You're no Decepticon. A real con would have taken me out while we were still in the hall way when you were beating the scrap out of me. You have no idea the things I can do" Starlight said and pulled out a glowing axe. The con looked up at her from the floor while her arm was still leaking energon, and the corner of her mouth was leaking fluid. Optimus held her wrist and kept her from making a mistake. "A decepticon might have ended you, but that is not the Autobot way." Optimus said and Starlight put her axe away. "You're right, he's not worth it" Starlight said and the con laughed. "Ha, I knew you couldn't do it. You're no Autobot, your just a sparkling" Makeshift said and Starlight turned around and kicked him in the face. "I am no sparkling" Starlight said and the ground bridge had been up the entire time and a bot came through the vortex that was with the same paint job as makeshift's disguise. "That's enough femme. Ugly's mine" The bot said and Starlight fell back against Optimus who caught her and Ratchet moved to take her to med-bay, but she stopped him. "No, I wanna watch this." She said. "I'd shut that hole before the stink comes through" Wheel jack said and Ratchet closed the bridge. The two wheel jacks circled each other with their Katana's drawn and Starlight had her arm around Elita while she watched them. The kids and the Winx stood on anticipation, and the two bots started goin at it. They slashed at each other, and Ratchet stood at the hall way next to the ground bridge, and Raf adjusted his glasses. "Which one's the real wheel jack?" he asked. "I lost track" Miko said holding her head in frustration. They dealt blows, and evaded them while Wheel jack kneed the imposter in the stomach, and knocked him down on the ground while taking his sword. He held the sword out to him, tip first, and Starlight smiled. "That's my Jackie." Bulkhead said and Wheel jack put his swords away. "You, hit the switch" he said to Ratchet and Starlight rolled her eyes. "It's time to take out the trash" Wheel jack said and Bulkhead stood next to him.

"All yours buddy" he said and Bulkhead picked up the imposter. He stood infront of it and held him over his head. He spun a few times and lobbed him through the vortex.

**Nemesis**

The cons were just about to come through the ground bridge until the fake Jackie came coming through, and ran back through the ground bridge. They ran back and Makeshift fell through the vortex and landed on Star-scream. "Please tell me that you at least learned the location of their base" he asked while getting up. "No lord star-scream. There was a complication. A femme named starlight got in the way." Makeshift and he saw something on his hip. "Back, back!" screamer said and he flew away. "MAKESHIFT, YOU FOOL!" he yelled and the con exploded.

**Base at sunset**

The base was being filled with music, and dancing while Starlight was being tended to by Ratchet, and Wheel jack was standing next to her while Ratchet patched her arm up. "You took on a decepticon like Makeshift by yourself? Your one crazy femme Prime" Jackie said and Starlight smiled. "Thanks. But I've taken on worse than him. Megatron is a pain in the aft to pin down" Starlight said and Wheel jack smiled. "You are a crazy femme" Wheel jack, and Optimus walked over. "Ratchet, what is her condition?" Optimus asked putting a hand on her non-injured shoulder. "She's just fine. She has minor cuts along her energon line in her lower torso, and on her left arm but she will heal with time. She shouldn't use her armor until she's absolutely healed. She still has old injuries from the terri-con incident." Said Ratchet and Starlight smiled sheepishly. "Sorry doc, I can't resist a fight" Starlight said and Jackie shook her hand. "It was an honor to meet you Starlight Prime." Wheel jack said and Starlight smiled. "Thanks Jackie. Next time you get caught by cons, call me" she said and they shook hands again. Optimus stood next to her, and Starlight sighed with relief as she lay back on the berth. "This is just the beginning" Starlight said and Optimus smiled behind his mask. "I know sweet-spark. I know." Optimus said and he left her in Ratchet's capable servos.

Jackie walked to Bulkhead and Optimus joined him. "Now that your apart of team prime, we need to pick out a vehicle mode for you. I have some ideas." Bulk said. "Uh, about that Bulk, Now that my ships repaired, I'm itching to know what else I might find out there." Jackie said. "Wait your leaving, why?" Miko asked holding her guitar across her shoulders. "Because some bots never change" Bulkhead said with a smile.

"Wheel jack, know that you always have a haven here." Optimus said with a smile. "Jackie never stays, but he always comes back." Bulkhead said while patting him on the back.

**In the desert somewhere**

The ground-bridge closed, and all the bots besides Optimus and Ratchet gathered around the Jackie's ship. Jackie looked at the red and blue femme and smiled. "I thought you were told to stay back?" Jackie asked and Starlight smiled. "I never do what I'm told. I'm not under my dad's command" Starlight said and he smiled. "You'll be a great wrecker one day kid" Jackie said and she laughed. "Sure, good luck with that" Starlight said and Bulkhead walked over to him. "There's room for two Bulk, even with a backside like yours. Who knows who we might find out there? Some of the old crew" Jackie said and Bulkhead looked conflicted. He looked over at Miko, and she looked down with sad eyes. "Sounds like fun Jackie, but my ties are here now, with them, with her." Bulkhead said, and Starlight smiled. "That's sweet bulk." Starlight said and they all smiled back at him.

"If anything happens to my favorite wrecker, I'm coming after you" Jackie said. "I'll take good care of him. (Fishes out phone) now say cheese" Miko said and she took a picture of them together.

Starlight and the gang went back to base and Ratchet confined her to the med bay for the entire rest of the day, while she complained the whole time like a regular patient until Ratchet smacked her over the head with a wrench when Optimus wasn't looking.

**AND VOILA! IT IS FIN ISHED. I HOPE YOU LIKE THE PROTECTIVE FATHER SIDE I BROUGHT OUT OF OPTIMUS. IT WAS EPIC. BY THE WAY THE WHOLE TIME I WAS WRITING THIS, I WAS WATCHING THE ROYAL RUMBLE MATCH.**

**RUMBLE WINNER: JOHN CENA (Of course)**

**CHAMPIONSHIP MATCH BETWEEN ROCK AND CM PUNK: CM PUNK AT FIRST BUT THE SHEILD GOT INVOLVED SO MR. MCMAHON HAD THE MATCH RESTARTED AND THEN THE ROCK WON. IT WAS AWSOME!**


	4. Chapter 4: Convoy

**Okay everyone, this is Convoy. Now this episode is one of my favorites because Optimus doesn't let Fowler drive. It's totally hilarious. So when Bloom hears Silas' voice, she's gonna flip. Why you ask? You'll have to read and find out!**

**Disclaimer: I DON'T OWN ANYTHING TRANSFORMERS OR WINX CLUB.**

**Winx Prime**

**Chapter 4: Convoy**

The base was full of Activity while the bots were talking and Ratchet was trying to block it out from his audio receptors but there was too much noise. Iron-hide was talking with Bee and Arcee while her sisters were talking with Bloom and the Winx, and the others were talking amongst themselves.

The computer beeped, and Agent Fowler's face popped up. "Prime? PRIME!" he yelled and Elita jumped. "Does he have to do that?" she asked rubbing the back of her head. "He's very special 'lita." Bloom said and they both laughed. "Special Agent Fowler, to what do we owe," "What else? Cons. I chased them off with some hard ordinance, but not before they blew me out of the sky" he said and Miko giggled. "Again?" and the others giggled as well. "They tried to smash and grab for the _D.I.N.G.U.S_" he said. Bloom looked at Tecna and she shrugged her shoulders. "The what 'sit?" Arcee asked thoroughly confused. "Dynamic, Nuclear, Generation, System. A.k.a _Dingus_" Fowler said. He pushed a button on his console and it showed a cube strapped down to the floor of something. "It's a prototype energy source I'm porting to the coast for testing." Fowler said. "Pft, that's obsured, why would Star-scream bother with such primitive technology?" Ratchet asked. "I'm guessing to make a big bad primitive weapon of mass destruction. If this baby were to melt down, it would eradiate this state and the four next door." Fowler said. "Uh, did Agent Fowler say what state he was currently in?" Raf asked looking up at Miko. Bloom looked at her tablet, and she saw him in Colorado. "He's in the great state of Colorado" Bloom said and the kids looked at her. "I have a tracking beacon on his plane." Bloom said holding her tablet up with a smile. "I'm a sittin duck here Prime, I need you to spin up your bridge and send the _Dingus_ to its destination before the Cons come back for it." Fowler said and Bloom shook her head. "Fowler, sending something that volatile through the bridge could wipe out all 50 states and beyond. You really don't want that to happen" Bloom said and Optimus nodded. "Ya got any better ideas rookie?" Fowler asked and Bloom glared at him. "Actually I do. How about we transport it by ground? Ya know, a Convoy?" Bloom asked and Optimus nodded. "That may work. Agent Fowler, we will send coordinates for our rendezvous." Optimus said and when the screen cut off, Bloom cleared her throat. "Since I'm all healed now, and the girls have their suits ready, can we join you?" Bloom asked while the winx held up different colored cubes with blue lines in them. "Only you may join us. The rest of the team will have to stay behind. Bumble-bee, Arcee, and Bulkhead. Prepare to roll out" Optimus said and Iron-hide scowled. "We never get to go anywhere" He said and Chromia smiled. "It's okay love, we'll be able to see action soon" Chromia said and she patted his shoulder.

**Colorado an hour later**

Bloom sat in Optimus' Passenger seat while Fowler sat in the Driver's seat. "Ya know, this is soooo not what I meant!" Bloom said folding her arms across her chest. "I cannot risk you getting hurt on this mission so I am restricting you to the cab" Optimus said and Bloom sighed. She took out her book from his glove compartment, and started reading. Agent fowler reached for the wheel but Optimus stopped him. "Ah ah ah. No need Agent Fowler. I will handle the driving" Optimus said and Bloom giggled. "It's gonna be a long trip" he said and glared at Bloom. "He always lets me drive" Bloom said not looking up from her book.

They all started up their engines and Optimus came over the general Comm-link. "Autobots, roll out" he said and they started moving. Bloom sat in the cab of the truck humming to a song she was writing and Fowler just looked at her. "How can you read and ride at the same time? Doesn't it make you sick?" Fowler asked. "You fly a number of aviation vehicles Fowler and all you wear in the cabs of your jets is a suit. How does your body not collapse in on itself?" Bloom asked. "It's a pressurized cab, Thanks to Ratchet." Fowler said.

**On the road**

Bloom was writing In her book when she heard Ratchet over the radio.

"_Were locked onto your coordinates Optimus. Barring any complications, you should reach the drop off point by sundown. Bloom how are you fairing?" _Ratchet asked and Bloom rolled her eyes. "I'm fine Doc, stop worrying" Bloom said and he laughed slightly.

Then all of a sudden Optimus slows down, and Fowler starts laying on the horn. "Move it Gramps" Fowler yelled while hitting the steering wheel. The old truck infront of them swerved out of the way, and Optimus pulled forward. "Geesh Fowler, road rage much?" Bloom asked looking at him like he was crazy. He kept laying on the horn and Optimus decided he had enough. "Agent Fowler, I suggest you switch places with Bloom" Optimus said and Fowler pouted. Bloom snapped her fingers, and they magically switched places. She held onto the wheel and Optimus let her take control. "How come he lets you drive?" Fowler asked confused. "Because I'm his daughter, and he can always take control if I drive in-correctly" Bloom said and stuck her tongue out at him.

**In the air**

A helicopter hovers over the convoy and a man starts talking. "Their transporting in an unarmed Civilian truck" he said and is he ever so wrong.

"Send in the ground units" he said and the helicopter flew away to monitor the action to come.

**In the truck**

"Ya know you're really saving my bacon here Prime" Fowler said from his seat next to Bloom. "I am proud to be of service" Optimus said as Bloom focused on the road, and she awaited the turn up ahead. "of course it's not like I'd need your help if you and the cons stuck to tearin up your own corner of the galaxy" Fowler said and Bloom laughed. "Sure." She said and she started drumming her fingers on the steering wheel. "Are you suggesting that no evil existed on your world before we arrived?" Optimus asked. "Uh….well….it was a…different evil. How about some radio. You sound like a Nashville sound kind of guy" he said and when he reached for the radio, Bloom slapped his hand. "I wouldn't do that. One, I'm driving and you never touch the radio when I'm driving and two, we can talk to the Bots on this channel, and I don't want you messing his radio up" Bloom said putting her attention back on the road. She saw a helicopter in her rearview and furrowed her eye brows, "Hey Fowler, is that the con that shot you down?" Bloom asked and he moved closer and saw a helicopter. "That's him. What's his name? Wing-nut, Ding-bat, Sky-guy?" Fowler asked and Bloom cracked up. "Wow, those are some horrible names for Cons and Bots. Where did you come up with that?" she asked and he shrugged his shoulders as he was putting his seatbelt back on. The walkie-talkie next to fowler crackled to life, and Bulkhead came over the line. "Watch your rear views" he said and Bloom saw three green and black cars behind him. "I feel a little constricted without my fists here boss" Bulkhead said. "Remain in vehicular mode unless absolutely necessary" Optimus said and Bloom could tell he wanted control. "Go ahead and take control big guy. I'm not very good at combat driving as a human. As a bot, I'm an expert, but not as a human" Bloom said and Optimus took the wheel back. "A whole team of Cons" Fowler said looking in his mirror.

"_What? I'm not picking up anything! They must be utilizing a cloaking technology" Ratchet said. _

"Ya mean like the one on the nemesis?" Bloom asked the doctor.

"_Precisely, That must be why we can't track their ship either" Ratchet said._

Five cars, all identical, surrounded bulkhead, and you can imagine the stress that's having on him. One car pulled up infront of Optimus and Bee and cut the bug off. Bee swerved to the left, and the car pulled infront of him. Another car pulled up next to the driver's side, and the sun roof came open to reveal a man in a full body suit, and holding a gun. "Pull over" he said and Bloom looked at him with fear. "Well, that's interesting" Bloom said and she rolled up the window, and sank back in her chair while Optimus tightened the strap around her chest.

"Our assailants are not Decepticons, they are human" Optimus said over the radio. She heard the faint voices of the three teens saying. "_Humans?"_ _"oh please! Taking on our Bots, their road kill" _Miko said and she can imagine the look on her face.

**In the air**

A man was revealed and he had pale white skin, a scar across his nose, and next to his eye. "Gentlemen, stop their engines." The man said.

**In the cab**

the man in the car next to them pointed the gun at his window, and Bloom was a sitting duck. She felt Optimus swerve, and knock the car away from the side of the truck. "Who are these guys?" Fowler asked when the explosion form the gun dissipated. "Auto bots, maintain your cover. And apply minimum force, dis-armament only" Optimus said and Bloom was really itching to use her armor right about now. "Can I go back there with Arcee?" Bloom asked and Optimus paused and sighed. "Take your helmet" he said and Bloom saw the back open up to reveal Arcee sitting here with her legs crossed. "Ready to rock Cee?" Bloom asked magically changing into her motorcycle gear. The femme transformed and Bloom pulled her hair up into her helmet, and slipped it on. She tucked any loose strands in, and climbed on the Motorcycle In her black suit with a red dragon on the arm, and the words "Princess of Fire" on the back in flame letters. (Designed by Stella of course)

Bloom wasn't aware of what was going on outside but she could hear a car hitting another multiple times, and the swerving of tires. The sound of a flipping and rolling car also came to her ears.

**In the air**

The man in green looked at the scene below him and scowled. "Those are not civilian drivers." He said.

(**what was your first clue idiot, How about the BIG METAL FREAKING FACE ON THE SIDES OF THE TRUCK?) **

**In the truck**

Bloom had to brace herself when Optimus went around a corner, and swerved back straight. "Note to self. Don't ever come with dad on a long road trip" Bloom said holding her stomach. "Wish I could give you some air kid" Arcee said and Bloom smiled. "It's okay. I just can't wait to get out of this trailer. That cube is making me nervous" Bloom said looking infront her at the D.I.N.G.S.

**Outside**

Fowler was sticking his head out the window because he was feeling sick, and he saw one of the men jump up in between the trailer and the cab. He started using a laser to try and disconnect the trailer.

Bloom must have heard it, because she came up from behind him, and tapped him on the shoulder. He turned around and she punched him in the face. He staggered back and she knocked the gun out of his hand. She picked him up by the throat and smacked him against the side of the truck. "Tell me everything you know" Bloom said and the man struggled to get out of her grip. She was pretty strong for a girl her age, and size. Her heeled boots didn't make for good hiking, but she thought they were comfortable. All of a sudden the truck swerved, and she lost her balance. She ended up letting the man go, and he knocked her out by hitting her at the back of her neck. She fell in a slump on the in-between section and Fowler came around and saw the man standing over the young Prime. "Hey! Get away from her!" Fowler yelled and he held the guy up outside the in-between area. "You're gonna tell me everything I wanna know" he started saying but the man got caught on a tree branch. Fowler knocked on the back of Prime's cab, and he opened it so Fowler could carry the young Prime in. "Agent Fowler, what happened?" Optimus asked when he saw his daughter. "She was interrogating the man who was trying to separate your trailer from you, and she got knocked out." Fowler said and Optimus wrapped a seat belt around her torso carefully, but tightly as if hugging her. Fowler got back In his seat, and buckled his seat belt.

"_I hope you take better care of the D.I.N.G.S than you do your captives." _A voice said over Fowler's walkie-talkie. Fowler looked out his window and saw the helicopter. "Special Agent William Fowler here. Identify yourself" he said.

"_I am Silas, but of greater consequence to you, we are MECH" _he said and Bloom started waking up. She looked at Fowler for a minute and she recognized that voice that came over the radio.

_Flash back 10 years…_

_Bloom was only 6 years old and when her parents were killed she hid in the hall closet so the men couldn't find her. She was safe for a few minutes until a man with a pale face came and got her out. She took out the sharpest thing she could find, and slashed him across the nose, and beside his eye while dragging it down the side of his face. He dropped her hand in pain, and attempted to stop the blood from pouring. He yelled for his men to catch her. "Find her, I need that necklace!" he yelled and she bolted out of the house. It was then she was found by Optimus._

_End Flashback…_

"Silas was the guy who killed my parents when I was 6. That fragger! It was him!" she yelled and Fowler looked at her in surprise. "Bloom, calm down" Optimus said and Bloom sat against the seat while she clawed into it. "You need a better outlet for your anger." Optimus said and she realized she was hurting him. "Sorry dad" Bloom said and she looked out the window at the cliff side.

"_Fair warning, we will be helping ourselves to your device, even if it means inflicting casualties" _Silas said and Bloom smiled. "Like the pit you will" Bloom said loud enough for Optimus to hear.

"Is that so, tell me Si, what's the market price for a D.I.N.G.S these days?" Fowler asked.

"_What makes you think we're going to sell it Agent Fowler?" _Silas asked and Bloom glared at the radio in his hand.

"_There's a war brewing, between the new world order, and the newest. The victor will be the sidearm with the most innovative technology." _Silas said and Bloom spotted a car pulling up to the back of Optimus' trailer and pointing a gun at it. "I'm gonna join Arcee. I promised I'd go with her" Bloom said and she saw the back open. "Be careful sweet spark" Optimus said and Bloom pulled her helmet on. "No problem dad. I got this" Bloom said and she hopped on Arcee. The back closed and the restraints were blown open on the trailer. The door pulled open, and Bloom hunched down on the seat. "Let's kick some tailpipe." Bloom said. "Hold on kid" Arcee said and Bloom tightened her grip on Arcee's handle bars.

She heard Fowler's voice over the radio on her hip and smiled.

"_So Si, you think MECH is the only one with all the most radical Tech?" _Fowler asked and Bloom shook her head. Right before the man in green jumped onto the trailer, Arcee revved her engines. "Let's Roll" Bloom said and she outlined herself in orange light. Arcee jumped up, over the D.I.N.G.S, and smacked into the man on the car. The car sped backwards, flipped as she turned around and exploded behind her. "Nice one Arcee" Bloom said smiling behind her helmet.

"_Later Si" _Fowler said and Bloom started cracking up. "I swear, I'm going to punch him later." Bloom said with a shake of her head. Then she heard Optimus over the radio.

"_Agent Fowler, do not take your "silas" lightly. Megatron preached the very same ideology before he plunged Cybertron into the great war that destroyed our world." He said._

"_Optimus, prepare to initiate phase two. Five miles to the south you will reach the rendezvous point." Ratchet said interrupting them. _

**Nemesis**

"_Five miles to the south you will reach the rendezvous point." _Said the recording on Sound-wave's monitor/visor.

"So the Auto-bots are outside the confines of their base. And sound otherwise engaged. Which means they will never see us coming." Star scream said and he turned to the troops. "Find them, and scrap them" he said and they saluted. "Yes Lord Star-scream" they said together and the seeker grinned evilly.

**On the road**

Optimus, Bulkhead, Bumble-bee, Arcee and Bloom rode to the tunnel up ahead. "There's our destination point." Fowler said. "Autobots, keep a tight formation." Optimus said and Arcee swerved until she jumped over the rail, and drove next to the oncoming train.  
"Warn a girl next time Cee" Bloom said trying to keep her heart from leaped out her chest. "Sorry kid." Arcee said and Bloom sighed. Optimus drove up behind and Bumble-bee followed with Bulk behind him. Bulhead transformed and shot the top of the entrance to make sure the other vehicles didn't follow them when pieces of concrete fell in the way. He smiled, and transformed back.

Bumble-bee transformed, ran along the train and swung onto the top of it and knocked on the cargo door. The door opened, and a soldier (who was filled in on the Bots) opened it.

Silas was joined in the sky by non-other than the cons. He was flanked by two on each side with one in front and one in back.

"Air support? Ours or there's?" Fowler asked.

"_Optimus you have company"_ Ratchet said over the radio while the cons flew behind them and fired on the trailer. Three rockets headed towards the trailer and Optimus swerved in order for him to evade it, and get rid of his trailer.

**(which was a stupid move on his part. Where are you gonna get another trailer like that!)**

The rockets hit his trailer, and it exploded.

In the air, the pilot looked at his controls. "Sir, I'm not reading any radiation, the D.I.N.G.S didn't melt down."

"No it did not." Silas said and the Bots drove to a cliff and turned around while the cons transformed and landed infront of them.

"Agent Fowler, I believe if you and we are to survive, It has become absolutely necessary to drop our cover." Optimus said and Fowler looked panicked. Bloom was already getting off of Arcee and taking her helmet off. The bot transformed and held Fowler in his hand while he tried not to throw up. Bloom climbed up to a rock and stood there waiting for her dad to get there with Fowler.

In the air Silas is smiling at the revelation of a millennia. "So the rumors are true. Living technology stands before us." Silas said. And when he looked at the head of bright red hair looking up at him with a glare he noticed something familiar in her eyes. "Though perhaps not for very long." He said.

Optimus put Fowler on the rock next to Bloom who was looking at the helicopter, and she had tears in her eyes. "It's so on Silas" Bloom said and Fowler looked at her. "Remain here" Optimus said and Bloom started glowing. "No problem" he said and he put a hand on Bloom's shoulder to calm her down.

"After a long road trip, it feels good to get out of the car and stretch my legs, AND KICK SOME TAILPIPE!" Bulkhead said and punched his fists together. They armed their selves, and ran for the cons.

First Optimus punched one, Bulkhead smashed one to the ground, Arcee was blocking it with her arm blades and kicking the con she was fighting. Bumble-bee bounced on his pedes like a boxer, ducked under two swings, and punched the con in the gut twice.

Optimus went against one that swung at him, and he dodged while smashing him in the face, and knocking another to the ground.

In the air

The man known as silas sat in his chair, and observed the fight. The pilot then turned to him, "Sir, if the D.I.N.G.S wasn't in the truck," he started. "Yes that, (Pushes the comm-link button.) Special agent Fowler, you lead a charmed life walking among titans" he said and Fowler pulled out his radio.

On the ground

"Come on down, I'll introduce you" Fowler said looking up and Bloom started glowing.

"_In good time, but at the moment I'm too busy wondering how the D.I. might have vanished into thin air without a trace" Silas said. _

Fowler had this look of knowing on his face, and then he thought back to the train.

_10 minutes ago in the tunnel…._

The bots drove alongside the train; Bumble-bee lay on top of it, and knocked on the cargo door. The sides of the trailer folded down, and Arcee picked up the cube of radiation and handed it to Bulkhead. He ever so gently handed it to Bee, and Bumble-bee set the device inside the train so the soldier could strap it down.

_Fast forward to now…._

Fowler looked at his radio.

"_Now if you excuse me, I have a train to catch" Silas said_

Fowler looked at Bloom and she nodded at him. "I can stop him before he gets there. Give me ten minutes." Bloom said and Fowler took her wrist. "You better be careful. After all the stunts you pulled today, I hope you know what you're doing." Fowler said and she smiled. "I'll be fine Fowler. I can go toe-to-toe with Megatron and survive. I can handle Silas" Bloom said and she transformed. "I'm all over this." She said and kicked off hard with a dragon at her side.

"Prime, Silas got wise to phase two" he said into his radio. "I understand" he said before getting knocked out by a log the Decepticon lackey hit him with. Bloom was oblivious to the happenings behind her, and didn't hear the loud thud he made when he landed on the rocks.

She kept her sights on Silas and his Helicopter. "Silas, I suggest you turn and face me!" Bloom said and the Helicopter turned.

The pilot, who was freaking out at the sight of a teenager floating thousands of feet in the air, and only wearing a mini skirt, halter top, and boots with gloves on her hands. "What is that sir?" the pilot asked and Silas focused on the tear stained cheeks of the girl. "That's the girl I've been looking for ever since she ran away ten years ago" Silas said and she wrapped a dragon around her form, and her entire body glowed. "That is one interesting young lady." Silas said and she could hear the voices of the kids in her head because of her comm-link.

"_Optimus is down!" Miko said and Jack came over next. "And mech is gonna grab the DINGS, we need to think of something quick." "You mean like a phase three?" _she heard Raf say and she could only imagine him looking up forma computer at the raven haired teen. _"Okay, come on think. Alright, if MECH wants the DINGS, they'll have to get on that train." _He said_. "What if we get on first? Ya know Run some human on human interference" _she heard Miko say. _"Absolutely not." _Ratchet said and Bloom rolled her eyes. _"Yeah, that would be suicide." _Jack said and she could only imagine the body language of the Asian girl. _"Hello! United States of MELTDOWN! Lives are at stake" _she said and Ratchet but in. _"Yes, yours! You want me to not only bridge you into a confined space, but one traveling at 90 miles per hour! I can't even count the number of ways that could go wrong. Mass displacement trauma, twisted limb, Metal burn" _he said and there was silence on the other end, and also laughing in the background. _"Okay, maybe not the last one, regardless, it is nearly impossible to fix ground-bridge coordinates on something moving at that speed." Ratchet said. "Would it help if we had access to the trains coordinates?" Raf asked. _She could practically hear Ratchet's jaw dropping to the ground. _"Well" he said and Bloom laughed on the inside. _

She smiled, and the Helicopter was still infront of her. They loaded their guns, and Bloom threw up a shield. She glared hard at the man in the passenger seat, and he smiled right back at her. "Go to the pit you FRAGGER!" she yelled and she unleashed a huge wave of energy at the helicopter but it only threw it back a few feet until it regained its composure. She cursed and it turned around and flew to catch up with the train. "Guys, I couldn't stop Silas. Do whatever you want to his lackeys, but Silas is mine" Bloom said and she flew back to the bots, who were neck deep in scrap with the cons. So she chose this opportunity to use her suit, and start putting some dents in some cons.

She grew to almost Optimus' size in midair, and she landed on a vehicon who was about to scrap Bulkhead.

"Anyone call for back up?" Starlight asked holding a katana and Bulkhead nodded. She turned around and she sliced through a lot of Decepticons and when she was done, there were none left for the others. "Could have at least left us some" Arcee said walking up behind the young Prime. "Ya well, I was letting off some steam and that was just the thing I needed." Starlight said and she could vaguely hear the engines of her dad revving and driving away.

Arcee looks around, and she didn't see Optimus. "Where's Optimus?" she asked and Fowler turned to them. "He had a train to catch" he said and they all watched as Optimus ran alongside the train, jump infront, and pull the train to a stop just before the hole in the ground. She cheered with the rest of the bots and smiled at her dad. She could hear Ratchet over the Comm.

"_Optimus are you and the children, intact?" he asked_

"_Intact Ratchet, Crisis averted. But the world in which we live is a different one than previously imagined. One which has spawned its own Decepticons, in human skin."_ He said and Starlight felt like she was about to blow something up and she activated her cannon, and fired at the huge rock face infront of her with a yell. The bots looked at her and she landed on her knees. "Starlight, you okay?" Arcee asked kneeling by her. "I'll be fine. Let's get back to base. I wanna challenge Hide to sparring match" Starlight said and they looked at her like she was crazy.

**Base**

Starlight had come out of the training room, covered in dents, and scratches, but the one that was the worst for wear was Iron hide. He had dents all over him, and he was leaking energon from his side. "Ratchet, you need to look at Hide." She said and whistled as she walked off. "That femme is vicious and she can really fight when she's really charged up. I'd stay away from her for a while though. She's got some scores to settle" Hide said as he watched the Prime walk to her room.

-AND I'M DONE!

**Sorry I missed the scene with Miko and Jack in the train, but I thought I would shed some light on what I thought was going on when the train was disabled with the Bots. I hope you like it. I tried to make a revenge scene for Bloom, but it's not her time just yet. See ya'll next time. I gotta go to bed.**

**Autobots….Transform and Roll out!**

**Night!**

**Finished on 1/30/13 at 10:30pm**


	5. Chapter 5: De Ex Machina

**HEY MY LOYAL AND FAITHFUL READERS. I'm back and I've got some good stories coming up. I do have a Young justice story in the works, but I'm still working out the kinks, and watching the first episode frame by frame in order to get the action scenes down, and getting my original characters in there somewhere. I will try and post pics of my characters on My Devianart. By the way my user name is **_kiki5678. _**So visit me online and check out my pics. LATERS!**

**DISCLAIMER I don't own Transformers (Property of Hasbro) or Winx Club (Property of Rainbow Arts.) Don't sue me and I would appreciate it if you didn't steal all the hard work I did. **

**-Winx Prime**

**Chapter 5: **De Ex Machina

A week after Convoy…..

**Jasper High School**

It was dusk and the school was currently busy hosting one of the cruelest things to stick an over active person like Miko….Detention. Unfortunately, Bloom was there too. Just not inside. She was waiting in Bulkhead while holding her head because of the loud music and Bulkhead's singing. "Geez, learn some pitch why don't ya?" Bloom asked and Bulkhead laughed. All of a sudden Miko jumped into the passenger side, and started rocking out with the song. Bulkhead turned the music down and Bloom looked at her. "Miko, I thought you had a history report to do? Did detention end early?" Bulkhead asked, "Did for me" Miko said while buckling her seat belt and leaning back against the seat.

She looks at the rear view mirror on her side and flinches. "Uh-oh, here comes teacher. And she doesn't look happy. Step on it Bulkhead!" Miko said and cowered low into the seat. "Fine, but you have to clean the storage room all by yourself tonight" Bloom said and Bulkhead laughed.

**Somewhere in the desert**

Bloom was driving them to the base. "Miko, I'm supposed to be your guardian, not your getaway car" Bulkhead said. "You can't just cut detention. What if your parents found out?" Bulkhead asked. "They live in Tokyo remember? And don't even worry about my host parents. I think I scared them." Miko said and Bloom smiled. "We'll see about that" Bloom said and she saw Miko glare at her. "Miko, listen, if you fail High school, than you can't go to…uh, what's the name for it?" Bulkhead asked as they got into the base. "You mean College?" Bloom asked and he nodded. "Ugh! You sound like my parents" Miko said as Bulkhead transformed when they got out. "Aren't they Japanese?" Bulkhead asked while Bloom walked to her group of friends that were sitting in a circle meditating. "Sorry to interrupt girls" Bloom said and she sat next to Musa. "They may speak a different language, but you say the same things." Miko said and Bloom rolled her eyes. **"Anata wa, kanja no chīsana ichi ni nakereba narimasen" **_**(**__You need to be Patient Little one)_ Bloom said and Miko looked at her while she was meditating. "How do you know Japanese?" Miko asked. "Ask Optimus. He helped me learn so I could go to the Japanese conference that discussed team Prime and all its actions as a liaison." Bloom said and floated a few inches. "Miko, we want the best for you, and that means making sure you go to school, not Jail." Bulkhead said,

"Uh oh, what'd you do?" Jack asked from the railing. "She skipped detention again" Bloom said and was smacked in the head by a toy. "I swear Miko, the next time you interrupt my meditation, I will make a black hole suck you up and send you into space!" Bloom yelled while glowing a red color and facing the assailant. She watched in pleasure as Miko shrink away and hide behind Bulkhead's foot. "Miko, before I became a warrior, I was a laborer, Construction. I could build stuff I could break stuff. And that's it." Bulkhead said once she stopped cowering in fear of Bloom's wrath, and Black holes.

"I love breaking stuff; I wanna be just like you bulk." Miko said obviously ignoring the snickering behind her from the Winx.

"Why would you wanna be like me? When you could be a Medic like Ratchet" Bulkhead asked and Bloom started laughing. "That'll be the day. I'm never going under Miko's care." Bloom said walking up to the lounge. Just then the computer started beeping. "I'm detecting a fresh energon pulse from the nation called Greece. An ancient city, quite historic I believe." Ratchet said and Bloom looked at the girls. "What better way to test out their armor than on some recon. Ready guys?" Bloom asked and the girls stood in a line while they pushed the buttons on their armor cubes.

_Musa pushed her button first and she grew to the size of Ratchet. She had the same designs as Arcee, but she had a dark magenta coloring on her chest, arms, legs, and helm while little music notes decorated the tops of her arms, and her hair turned into wires so they stuck out from her helm, and fell to her shoulders in pigtails._

_Stella was as yellow as sunny, and had orange decals on her arms like little suns and moons. She was about the size of Bulkhead, and had light gray wiring that showed under her armor. Her golden blonde hair turned into black wires that fell from the top of her helm to her mid back. She was approximately the same height as Bulkhead._

_Tecna was next, and her armor was a subdued purple with lines of pink on her arms, and little number decals near her hands. The wiring under her armor was also black and she had black wires coming out of her helm, and fall just above her shoulders. She was almost as tall as Starlight in comparison._

_Layla had dark green armor with aqua blue accents on her arms with water droplets on her shoulders, and her hair turned into black wires that fell past her shoulders. She was just as tall as Bumble-bee._

_Flora's armor was light pink, and had green lines and accents going down her forearms, and dark grey wires in-between her armor. She stood at shoulder height to Bumble-bee, and was built slightly thicker. She had black wires as her "hair" and it reached to her lower back._

They all stood infront of Bloom on the balcony and Tecna looked over the scans. "It seems we all are within functioning parameters." Tecna said and they all smiled. "Now we probably won't need all of you at once for a while since we have so many bots now. We'll be able to see some action as soon as you guys get trained." Bloom said and they looked at her. "You mean we have to train too?" Stella asked and she groaned. "Great, this is perfect. I can't believe I went through all this and I still have to train!" Stella grumbled and Bloom laughed. "Don't worry, I'm sure Hide won't hurt you too bad" Bloom said and Layla's face got this expression of pain on it. "I thought we were training with you?" Layla asked.

"Nope. I'm not technically a soldier yet. I still have some training to do myself." Bloom said and they all groaned. "Okay, so you all have training tomorrow after school, and you have checkups with Doc tomorrow as well." Bloom said and they all got out of their armor.

"Ancient Greece huh, Field trip!" Bulkhead said and Miko smiled. "I'm coming with Bulk. I need a few more things for my history report." Bloom said getting her camera.

**Nemesis**

"It's about time Knockout" Star scream said as the medic walked into the command center. "It was a long drive Star-scream. I'm still picking bugs out of my grill." Knockout said getting a bug out from the metal. "That's right, you're one of those." He said. "Come again?" Knockout asked confused. "Never really understood why you, a self-respecting Decepticon would choose a ground based vehicle mode when he could have flight." Star scream said walking around him. "I like the way I look in steel belted radials" Knockout said and scratched his head. "Any news of that human that is associated with the Autobots?" Star scream asked and Knockout looked confused. "Which one? The one with wings on her back or the one with a loud pitched voice?" Knockout asked. "The one with the wings, I am still searching for this new Prime that the Autobots are harboring. I do not understand where they got her, but I need her to be brought here and interrogated." Star-scream said and Knockout smiled. "I would like to get my servos on the human responsible for burning my finish." Knockout said and they walked to the med-bay.

"I take it Lord Megatron is in need of a laboratory assist?" Knockout asked as they got to the doors. "You might say that" Screamer said and opened the med-bay doors. Knockout's face was priceless when he saw their master all beaten and scratched up while attached to many different tubes, and had a giant hole in his chest. "Whoa" was all he said.

**Greece**

Bulkhead drove through the ground-bridge and stopped to let Bloom and Miko out. "Here we are" Bulkhead said and Bloom smiled. She instantly took pictures of the different ruins that lie around, and saw a cluster of crystals. "So, what are we doing in Greco Ville?" Miko asked. "I'm scouting for Energon, you and Bloom are researching for your history reports" Bulkhead said and Miko sighed. "You punk'd me Bulk, Not cool" Miko said. "I'll tell you what's not cool. Using poor Bulkhead as your getaway car this morning" Bloom said taking pictures of Birds and a wall of pictures. She floated up to the hill above them, and got some cool scenery shots. She floated back down, and stood next to Miko. "I'm done here" Bloom said and went into her armor. Miko looked up at her and she was almost Optimus' height. "Is it normal for a girl Autobot to be that tall?" Miko asked. "Normally no, but I'm not an Autobot. This is just an armored suit I wear to help them in a jam." Bloom said and she stood next to Bulkhead. "The signal's strong" Bulkhead said and looked at the site of dug up earth. "An excavation site" He said and Miko looked up at him. "Whoa" she said. "I know construction" Bulkhead said and finished talking. "According to my scanners, the humans hit energon veins, and they don't even know it." Bulk said and Starlight looked around and focused her optics on a building a few meters away and smiled. "Well look what we have here" Starlight said walking to the building and scanning it. She took a picture of it from her CPU, and with a smaller camera she fished out of her sub-space. Bulkhead must have seen it too because he said. "Whoa. That's Cybertronian"

**Nemesis Med-bay**

Megatron was still on the Medical Berth and was breathing slightly. "Sadly our inevitably former Lord Megatron has been like this for some time" Star-scream said. "But the crew put it to a vote, that an expert might put him on the road to recovery." Star-scream said. "I've done plenty of body work Star-Scream but I've always been better at breaking them (Transforms his hand into a drill) than fixing them (Puts drill away)" Knockout said and he saw Star-scream tense a little. "It would help if I had my assistant" he added. "I summoned both of you, where is he?" Screamer asked. "We were hot on a fresh energon trail when you called. Breakdown will show when he's through scouting it" Knockout said.

**Back in Greco vile**

"Why would ancient Greeks paint an energon harvester?" Bulkhead asked and Miko looked up at him. "You know what that round thing is. You're smarter than you let on." Miko said after taking a picture of the fresco.

"And even dumber than he looks." said A voice and Bulkhead turned around to see a blue mech standing where they bridged from. "Breakdown" Bulkhead said. "Miss me?" Breakdown asked. "Like rust in my undercarriage." Bulk said and Starlight charged her Ion displacers. "You know this lunkhead?" Miko asked. "We have a history" Bulkhead said. "And you have a pet, does it play catch?" he asked when he picked up a Greek column. "Catch" he said and threw it towards Miko. Starlight ran to Miko, and picked her up while the column smacked her in the back. Bulkhead was then tackled from behind when the dust of the column made a cloud. Break down and Bulkhead landed a few feet away and Breakdown threw Bulk into the fresco. Breakdown landed on his feet while Bulkhead was busy trying to get to his. "Oops, hope the pretty picture wasn't too important" Breakdown said. He transformed and drove off. Starlight shot at his tailpipe, and left his back bumper singed. "That's what you get for messing with team Prime" Starlight yelled after she let Miko down. Miko looked at him and smiled. "Told you I was good at breaking things." said Bulkhead rubbing the back of his helm. "I always have your back bulk. Got us a picture of the picture" Miko said showing him the picture of the fresco on her phone.

**Base**

The fresco picture was displayed on the main computer screen of the base and Optimus stood infront of it. "It is indeed an energon harvester. A powerful tool created by the ancients, to remove raw energon from any source." Optimus said. "Greek Gods knew Autobots?" Raf asked and Starlight giggled about his naivety. "No, the ancient's often used the art of a given era to conceal messages. This fresco was likely a sign post indicating a harvester's location, Hidden somewhere on this planet." Optimus said and Jack had this thoughtful look on his face. "Ugh, Optimus, if the harvester removes Energon from anything and you all have energon pumping inside you.." he started saying. "Then the decepticons can use it as a very powerful weapon, this will not be good" Starlight said from her spot next to Tecna in her bot form. Tecna was having Ratchet tighten a few things on her shoulders while they were talking and all the other Bots were standing around listening. Miko looked at Bulk and smiled. "See, you were a genius to total that painting" Miko said excited. "Miko's not wrong, how can the Cons find the harvester without the fresco?" Arcee asked.

"With high speed internet, If you do an image search for **Greek god** and **Golden orb** (Types on computer and shows them.) This pops up. It's in a museum." Raf said holding the laptop up. Arcee and the bots looked at it and they looked at Optimus. "That the real deal?" Arcee asked and Optimus had a look of concern on his face. "We're all fragged" Starlight said and the bots looked at her. "Contact Agent Fowler" Optimus said and Starlight nodded.

A few minutes later they heard this. _"You've reached special Agent William Fowler. I'm currently on an intensive training retreat, and will be unavailable until Tuesday" _his voice mail said. "I hate talking to machines." Ratchet said. "You'd think with the fate of the human race on the shoulders of him and us he would pick up the phone when he was called and a symbol of the Autobot insignia popped up on his screen!" Starlight fumed and Bulkhead laughed at her. "Don't laugh Bulk. Once I tried to call you and when I got home you were fast asleep in your room with a data pad on your chest." Starlight said poking a finger at his chest. "Without Agent Fowler's direct aid, we will have to confiscate the harvester on our own" Optimus said. "Whoa, whoa, whoa! Confiscate? As in steal museum property?" Jack asked a little freaked out. "That sounds Illegal" Raf said innocently. "It is illegal. But it's necessary" Starlight said and Iron hide looked at the young prime with shock. "I do not wish to break human law (**Yeah right big guy)** but if the decepticons learn of the Harvester's location, they will not hesitate to obtain it by any means necessary. We must act covertly" Optimus said and Starlight burst out laughing which none of them expected to come out of a Prime and looked at her. "I'm sorry, but giant robots and the word covert, are not supposed to be used in the same sentence" Starlight said while wiping energon tears out of her eyes.

"She's right Optimus, no offense, but covertly and giant robots don't go together" Jack while Raf stood next to him. "Museums are public. And they have guards and security cameras." Jack said. "No problem, were small enough to sneak in, and were not a government secret." Miko says and Jack looks at her like she's crazy when she points her finger in his face.

Starlight looked at the girl curiously and started scanning her discreetly and making sure she didn't have some kind of disorder. "Weird girl" Musa said next to her in her armor. "Miko, I'm not sure that's wise" Bulkhead said scratching his head. "But it may be our best option Bulkhead. The more time we debate, the more time we give the Decepticons." Optimus said looking at the orb on the screen. Iron-hide walked up to his old friend and tapped his arm. "Optimus, I'm a little worried about your young femme. She seems a bit UN easy lately and I believe it has to do with the human that terminated her creators. She's been crying a lot while she trains, and she gets even more violent. I think you need to talk to her" Iron-hide said looking at the fallen look on the femme's face as she talks to her friends. "I see what you mean Iron-hide. I will speak to her about it after this mission. Thank you for your concern old friend." Optimus said and the weapons specialist walked away.

**Nemesis**

Sound-wave, the eyes and ears of the Decepticons was showing Knock-out, Break-down and Star-scream the image of the harvester. "Mhmm, that's definitly it" Breakdown said and knockout looked at the commander infront of him. "Well then I'm afraid Megatron's well-being will have to wait. It's harvest time." Star-scream said with a smirk.

**Museum-Night time**

The team rolls through with Optimus in front, Arcee behind him, and Bee behind her while Bulkhead was bringing up the rear, with his giant rear. (HAHAHAHAHAHAHA)

They pulled up to the museum and Optimus stopped infront while Arcee and Bulk went to the right and Bee went to the left. "Autobots, confirm positions." Optimus said.

"West ward ho" Arcee said turning off her lights.

**-East side check boss-** Bee said in his beeps.

"South side covered" Bulkhead said with a little regret in his voice. "Maintain your Guard" Optimus said and shut his lights off.

**Base-Ground bridge**

"_Jack, Miko, Bloom and Raphael. I will have a clear view of you" _Optimus said through the comm-link.

"_Once you secure the harvester, I will contact Ratchet to bridge you back to base" _Optimus added while Bloom still pouted over the conversation she had with Optimus before the mission started.

_Flash back 10 minutes…_

"Bloom may I speak with you?" Optimus asked while she was fixing her helm antenna. "Sure dad, what's up?" Bloom asked. "It has been brought to my attention that you have been violent and emotional after the incident with the D.I.N.G.S." Optimus said standing infront of her. "I see Hide has been talking to you" Bloom said and Optimus nodded. "I have to take you off the team for a while so you can get your emotions in check before serious harm comes to you, and anyone else." Optimus said after a heavy sigh which shows all the pain and suffering he's been through over the many centuries of his lifetime. "So you're basically grounding me from missions?" Bloom asked. "Not missions entirely. Just Your suit" Optimus said and Bloom looked like someone punched her in the gut, "What, I can't not use my suit. It'll rust!" Bloom exclaimed. "Bloom, it is for your own good. Plus, you've been getting hurt a lot in it, and you need a break" Ratchet said and she looked from him to Optimus. "How long?" Bloom asked clenching her fists. "4 weeks. That should be enough time for you to re-evaluate your emotions and get some training done." Optimus said and she removed the plating on her chin and pushed the button. She shrunk down to her normal 5'8 height and floated up to Optimus' hand. She put the cube of blue and silver metal into his giant servos. "It's for your own good" Optimus said and she walked to the lounge and sat on the couch waiting for them to get done talking.

_End of Flash back_

Bloom stood with Miko, Jack and Raf on the lift-master waiting for the Ground-bridge to cycle up. "Now since you'll bypass all points of normal entry, you won't need to worry about setting off the alarm. But take care to avoid any security guards." Ratchet said and Bloom didn't even look at him. She was way too mad right now to think clearly. Given after the whole thing with Silas doesn't help with that department, she then gets up the courage to look up and see Ratchet smiling at her.

"I'll be careful. I promise" Bloom said and he nodded. "You better" Ratchet said and they let Bloom drive the lift-master through the ground-bridge.

**Museum**

The bridge spun up right behind a security camera but was just infront of the large window that Optimus could see them in. they looked around and saw the giant marble statue and a golden orb in its hand. "Opa" Miko said and Bloom shook her head. Optimus flashed his lights at them and Jack nodded. He took over the controls, which earned a look from Bloom, and lifted the lift-master up to the camera. Miko stood beside it, looked at the angle the camera was pointing and she turned her phone upside down to get a picture of it, while the flash went off. She set the picture on the main screen, and set the screen of the phone infront of the camera lens to make it look like nothing was happening.

**Outside**

Optimus was approached by a red Aston martin (Yes it's the crazy doctor from the decepticons) *whistles* "Sweet rims, 24 gauge? Your real heavy duty, just like my friend here" KO said and a jeep pulled up behind him. The jeep pulled out a gun from the top of his cab, and fired a rocket, Optimus had no choice but to drop his cover, and catch it. If he hadn't, well you'll see. He was pushed back by the force of the rocket's speed, and stopped when his hand cracked the glass. He looked at the kids and Bloom had this "I told you so" look on her face. He looked at them and when he turned around, he saw KO holding a sparking metal rod. KO jabbed it in Optimus' throat and when he stopped, he stumbled forward, and KO looked at the museum while the kids were trying to get the harvester out. He spotted a girl with long red hair, and she froze. KO smiled, and she started swearing under her breath.

**Inside**

"Its cons," Raf said. "They got Optimus" Jack added. "More importantly is that I don't have my armor with me because someone decided it was a good idea to GROUND ME!" Bloom said a little furiously while KO was going to town shocking the scrap out of Optimus while probably frying his circuits.

**Outside**

Knock-out, the red Aston Marton, signaled breakdown, and he sped towards the museum. But from the left came Bee and before he could hit him, he was hit with a rocket, and as it exploded, he transformed. He rolled and when Arcee came barreling in, she was shot at by a rocket, dodged it, and ran into Bee while turning. They both flipped over and Bulkhead came from behind while jumping from the roof and back on the ground. He came charging at Break down and when he was about to hit him, Break down beat him to it, and threw him into KO. Which in turn chattered columns of stone outside and then setting off the alarms. Miko, Jack, Raf, and Bloom held the orb while the alarms sounded, and Bloom saw the area look trashed. "There's no way we're getting out of here" Bloom said with a shake of her head.

Knockout sat up from the rather surprising impact, and got out his prod again when he saw Optimus getting back up. He ran for him if it wasn't for a small femme coming out of nowhere. She was light pink (No it's Not Elita) and light blue. The main colors were pink and the accents were blue. She stood infront of Optimus and smirked. "Hey Con" the femme said and KO looked at her. "Who are you?" KO asked. "Nonya" she said and punched him out. He just stayed there.

The femme helped Optimus up, and he looked at her. "I know, you said I was grounded. But can you lecture me when we get home?" Bloom asked. "Where did you get that?" he asked. "Tecna made it for me in case my other one stopped working. Cool huh? It actually looks like I'm your kid now." Bloom said and he shook his head. "We will discuss this later" Optimus said with a glare and she hung her head. She looked behind her and saw the figure of Sound-wave walking to the museum loading area. "We got a problem" Bloom said. Minutes later Sound-wave made off with the harvester and Knock-out drove off with Break-down not far behind. While Arcee shot at their retreating tailpipes. She turned around and saw two kids run out from the building. "Security has Miko and Bloom's Missing" Raf yelled. "Not missing, just in another form" Bloom said and Arcee looked at her with a glare. "You are in so much trouble missy" Arcee said and Bloom stuck her tongue out at her. "What! I'm going in after her." Bulkhead said. "Bulkhead, Miko may be detained, but she is safe from harm." Optimus said.

**Inside the security office**

Miko was sitting infront of the security guard and watched him drum his fingers on the desk. "Look kid, if this is some kind of prank, you need to know the authorities are on their way. It'll go a whole lot easier if you told me what happened to the sphere" the guard said and Miko smiled. "I was researching my history report. I just lost track of time and got locked in here after closing." Miko said expertly. "So, what's your history report about? I'd love to know" the guard asked making it look like he was interested. "Uh" she said thinking.

**Base**

"In all likely hood Star-scream will try and use the harvester to gather as much energon as quickly as he can, From the planet's otherwise UN minable energon deposits, Approach with extreme caution." Optimus said while deploying the bots on their mission. Bloom was sitting in her room while she was on house arrest for the next few days. But what they didn't know is that the bots' comm-links were pulled up on her TV and she was able to talk to them. 

"Star-scream will not hesitate to turn the harvester on anyone of us. Bulkhead, it is best that you remain here" Optimus said. "So I can bust Miko out of the museum?" he asked. "So you can help Ratchet. You may be Miko's guardian, but she requires human assistance. Agent Fowler remains her best option." Optimus said before driving through the bridge while Raf called fowler again.

"_You've reached Special agent William Fowler. I'm currently on an intense training retreat and won't be back till Tuesday."_ The message said and Raf looked at Bulkhead. "Still no answer" Raf said. "Fowler's probably lounging around on some poolside cabana." He said and smashed a frame welder. Ratchet looked up and growled. Sunny and Sides backed away from the furious medic and covered their helms as a nervous reaction to getting hit so many times with a wrench. "**BULKHEAD I NEEDED THAT**!" Ratchet yelled and the humans laughed while Bulkhead talked to himself. "We can free Miko if we just return the Harvester to the museum." Bulkhead said and Tecna looked at him like he was crazy. "Why? So the Cons can steal it all over again?" Tecna asked and Bulkhead looked around. "I am so dumb." He said holding his head. "You said it man, I didn't" Jazz said leaning against the wall talking to Iron-hide.

"So how are we going to help Miko?" Jack asked and Ratchet held up an almost finished sphere. "By returning this replica to the museum; the construction of which would be going a whole lot faster if Bulkhead hadn't mangled my frame welder!" Ratchet yelled. "We're already trespassers and thieves. Why not add forgery to the list?" Jack asked. "Man, I wish I didn't bring Miko to that….the painting with the harvester wasn't the only thing we found at those ruins." Bulkhead said. "I'm sorry?" Ratchet asked confused. "Star-scream's not dumb, no matter what kind of tool he has, he's gonna take the easy route." Bulkhead said and Iron-hide walked over. "I'd like to come with you Bulk. I'm starting to go stir crazy and could use some fresh air. Plus, I haven't pounded a Decepticon in a long time" Iron-hide said and Bulkhead nodded. "You twins wanna come?" Bulk asked. "No thanks man, I'd rather not hear Sunny complain about his paint job when we get back." Sideswipe said and he nodded while Sunstreaker smacked him at the back of the head. "I told you to stop calling me that" Sunstreaker said and they all laughed at him.

**Greece (Excavation site)-Night time**

Vehicons walked around armed and ready for battle while the three senior officers stood together. "Why move mountains now when we have a mother lode of Energon right here for the taking. Courtesy of this gift, from ancient auto-bots" Star-scream said holding the harvester. "Actually Commander Star-scream, it was a gift from break-down and myself." Knock-out said. Screamer pointed the harvester at them and it shot at the Vehicon behind them. The vehicon staggered forward while streams of Energon flowed out of the con, and into the stream of blue light. The Energon was completely drained out and Star-scream looked pleased. "All that Energon, in such a tiny vessel." He said. Knock-out and Break-down looked at the vehicon and then at the seeker infront of them. "Those ancient Auto-bots never missed a trick, Lord Star-scream" Knockout said and the seeker smiled. He pointed the harvester at them and smiled when they cowered in fear. He turned around while smiling and saw crystals behind him. He pointed it at the crystals and little blue streams of light. While the cons watched, Bulkhead and Iron-hide walked behind the pillars. They slid down the cliff discreetly, and Bulkhead ran to sneak up on them, but he stepped on a clay bot. they turned around and Bulkhead hung his head. "Ow Scrap. Get ready Iron-hide" bulkhead said and 'Hide had his cannons out. "Back for seconds?" Break-down asked and they both charged towards him. Knock-out had his prod out while Break-down had his hammer. They went on either side of them and Hide backed up against him. "You take the red one and I'll take the hammer" Hide said and Bulk nodded. Knockout was on Bulkhead's right spinning his prod while electric energon came out of it. They looked at each other and nodded. Just as they were going to get hit, they ducked, and Break-down hit Knock-out in the jaw. The prod fell on the ground and Bulkhead picked it up so he could shock Break-down with it. Once he was down, Bulkhead looked at screamer and then the harvester hit him in the chest.

Iron-hide got up from being smacked down by Knock-out, and saw Bulkhead being drained of his Energon. "You're a big one, this could take a while" Star-scream said and he started to get back up after he fell. He walked towards the harvester; Star-scream looked at him and asked. "Wait, what are you doing?" and Bulkhead walked closer. "What I do best" Bulkhead said and reached for the harvester. He put his hand around it, and said. "Breaking things!" he yelled and punched Screamer In the face. He took the Harvester out of his hand/claw, and broke it. He felt a little woozy but he chucked the golden harvester into the sky and it exploded. The explosion was a large electric blue light show that lit up the whole excavation site. Iron-hide looked up from the still form of Breakdown on the ground and watched in awe at the explosion. Breakdown used the distraction and punched Iron-hide in the stomach while he joined Knockout. Bulkhead had just passed out on the ground from energon loss before the cons walked up. "Huh, he's a glutton for punishment" Knockout said and Breakdown agreed. Before they could finish the job, a ground-bridge opened up behind them and when they turned around, they saw Team Prime drive out, transforming and guns blazing. "Fight?" Breakdown asked. "Mm, Drive" Knockout said and they both transformed and drove away. The team kept firing at Star-scream until he got agitated and flew away. The team ran to Bulkhead and Arcee kneeled beside him with clear worry on her face. Bulkhead just looked up and smiled. "Hey" he said and laid his head back on the ground.

**The next morning-Museum-site of robbery **

Miko was explaining her history report about Greece and the look on the guard's face was priceless. "And of course the principle of De Ex Machina. The god from the machine. It's that part in Greek story telling where some character shows up out of the blue to make everything right" Miko said obviously not knowing that it was just about to happen. "That so young lady? I'm sure the police would like to hear all about your history report." The guard said and in 3…..2…..1…**CUE AGENT FOWLER!**

There was a banging on the metal door, and Agent Fowler walked in. "Special agent William Fowler, the stolen property has been located and restored to Museum premises." Fowler said as he showed his badge.

The Guard looks at him and then at the screen. The roman statue held the golden orb just like he said. "The girl comes with me, (reaches inside his jacket.) You dropped your cell phone, found it on the floor. Right next to your history report." He said and left the room with Miko before slamming the door.

**Outside**

Bulkhead pulled up to the museum and Miko freaked out. She looked to fowler and he nodded. "Off you go" he said and she ran to her guardian. "Good timing Bulk, I was running out of history factoids. Stuff I didn't even know I knew" Miko said excitedly. "Looks like you're smarter than you let on" Bulk said. "Yeah, under pressure." She said. "Me too" Bulk said and started pulling away from the curb.

"I can't wait to finish my history report. I'm gonna write about how Autobots interacted with ancient civilizations." Miko said. "Uh, I'm not so sure that'll get you into College Miko" Bulkhead said and it wasn't until they got out of town when Miko asked him something.

"So what happened to Bloom? She dissapered on us when we made the heist." Miko asked. "She got into trouble. Optimus grounded her from her suit and when she went to save him, he put her on house arrest." Bulkhead said and Miko sat there in shock. "Has he ever punished her before?" Miko asked. "Only when she really messes up. This is the first time I've seen him put her under house arrest before" Bulkhead said as they drove away. "Man, is she even allowed to go to school?" Miko asked. "Yeah, that's the only place she's allowed to go. Straight from home to school, and there has to be an Autobot there to take her home after school. Man I feel really bad for her. She was just trying to help" Bulkhead said getting into the desert. "Why did she get grounded in the first place?" Miko asked. "Iron-hide told Optimus that she was getting a little on edge when she trained with him, and was crying every night after the deal with Silas. She told me that he's the one that off lined her parents. I feel really bad for her." Bulkhead said and they pulled up to her house. "I wonder what my host parents are gonna say when they realize I was gone all day yesterday?" Miko asked getting out.

"They were called by Optimus through a voice modifier, and he said you were spending the night with Bloom" Bulkhead said and she smiled. "Awesome. See you tomorrow Bulk." Miko cheered and ran into her house. Bulkhead drove off to base and he got a message through his comm-link.

_Bulk, please save me. I'm super bored in my room and I have nothing to do. Dad took away my phone, and my computer._

"Then how are you sending me this message?" he asked.

"_It's a magical phone tecna gave me. I totally love her right now. Gotta go, dad's coming to make sure I did my homework. HELP!" _

The connection ended and he inwardly shook his head. "Poor Femme" he said and drove into base.

-**Okay everyone, it's finished at: **

**5:13 pm**

**On:**

**3/2/2013**

**(I've been working on this off and on for a few weeks now and I'm finally done.)**

**DON'T STEAL MY HARD WORK! IF YOU DO, I WILL REPORT YOU!**

**Thanks for reading and reviewing!**

**Kiki56 rolling out!**


	6. Chapter 6: Speed Metal

**Hey ya'll! This is Kiki56 coming back at ya. Thanks for all the readers that have been reading my story. It means a lot to me knowing all my hard work isn't for nothing. Please leave your Comments, or concerns in my PM box, or shoot me a review.**

**Disclaimer: I DON'T OWN TRANSFORMERS OR WINX CLUB IN ANY WAY SHAPE OR FORM!**

Winx Prime

Chapter 6: Speed Metal

It had been a few weeks and Bloom was just let off her grounding. She walks into the main room and smiled when she saw her friends. "Hey guys! Guess whose back?" Bloom asked and the Winx attacked her with hugs. "Wow, boss bot actually let you off the house arrest?" Musa asked pushing her pigtail behind her ear. "Yeah, He just gave me my phone and my computer back." Bloom said with a smile. She looks at the time, and sighed. "Time for school you guys" Bloom said and they walked to Bloom's diablo Lamborghini. "Ya know guys, I think I'm gonna ride my bike today. You guys can get rides with the bots if they want to drive. It's such a nice day out, and I have been itching to use it" Bloom said. "Sure, we can get rides. SUNNY!" Stella yelled and Sunstreaker turned around from talking to his brother. "What human?" Sunny asked. "It's Stella remember? Anyways, can you drive me to school?" Stella asked while the girls asked their guardians. "I suppose Stella. (Transforms into his alt mode) Get in" he said and she slid in the passenger side while he activated his Holo-form.

They drove out, and Bloom wheeled her motorcycle out from the place Ratchet had stored it. "This is going to be a good day, I can tell." Bloom said and drove off after saying good-bye to her family.

**At School**

Bloom, the Winx and the three teens pulled up to the school, and filed out while saying goodbye to their guardians. Arcee stayed there next to Bloom's bike and when Jack got off, she could hear the torrent of teasing and mockery coming her way, but she didn't care. She reached up to her helmet, unhooked the strap, and took it off. She shook her hair out and it fell to her waist in curls. The girls looked on in jealousy, and the boys drooled over her. She fixed the helmet hair in the mirrors, and got off while she carried her helmet with her.

She walked into Jasper High School, and found her locker. She noticed a piece of paper on it advertising cheerleading tryouts. She smiled, and opened the locker that was filled with books, and had her entire door plastered with pictures of her and the Winx. She pulled out her Art history book and a painted picture of Bumble-bee in his holo-form. She realized she never turned it in.

**Gym Class**

Bloom ran into class, into the coach's office. "Hey coach, can I talk to you for a sec?" Bloom asked and the Coach smiled. "Sure Ms. Prime." Coach Hildebrandt said with a smile. "Okay, so when I went to go to practice a few weeks ago, I was told by Marcie that I was off the team. I'm, was the captain. They shouldn't be allowed to kick me off. Plus aren't they moving in a few days anyway?" Bloom asked and the Coach smiled.

"Ms. Prime, they're already gone. They left last week. You may be the Captain now because you were wrongfully kicked off. You are right. They had no authority to kick you off a team that you built. I'm so sorry about that by the way" Coach Hildebrandt said and Bloom squealed. "Yay! Thanks Coach. I know the perfect team. But they will have to audition just like everyone else." Bloom said and she ran back into the Gym for P.E.

**After school**

Bloom was out at her bike, and was happy that she was the captain of the new squad but she had to put together a routine for the others to audition with. She mounted the bike after stuffing her hair in the helmet and looking at the gas meter. She needed to fill up pretty soon. She looked over at Jack and he was just backing the bike out. But of course as soon as he was about to pull out, Vince Demarco had to open his big mouth. "Hey, cherry moped" he said and Arcee stopped with a squeal of her tires. "Uh, this moped has dual carbs and can go 0-60 in 3.5 seconds" Jack said and drove off. "Hey Vince, I suggest you back off." Bloom said and he looked at her. "Oh, and what are you gonna do about it carrot top?" Vince asked. "Nothing, to you." Bloom said and drove off with her back pack in her saddle bag.

**At a stop light**

Jack pulled up to a red light and he put a foot on the ground to balance himself and Arcee.

"Uh Jack, a Ladies' vital stats are her own business," Arcee said and Jack sighed. "Hey, nick right?" a girl with red hair asked. "Actually, it's Jack." He said. "Jack, sorry, I'm Sierra" she said and another motorcycle pulled up next to him. "He already knows that airhead" Bloom said from under her black helmet. "I know," Jack said ignoring her rude comment. "You once offered to take me for a ride?" Sierra asked. Jack looked confused. "Of course, I did, anytime" Jack said once again sticking his foot in his mouth.

Arcee's mirrors pointed to Jack and he looked at her. "I'm your guardian kiddo, not your wingman" Arcee said and Bloom snickered from next to him. "Total burn dude." Bloom said. "So, how about now?" she asked obviously missing the mirrors move and the voice from the bike. "Uh" he said about to answer until a certain blue mustang, and corvette hybrid pulled up. "Hey hey, small world" Vince said. "Yeah, and your brains even smaller" Bloom said from her bike. "Uh, havin a conversation" Jack said. Vince climbed up to the door and sat on it. "Cheer captain here might enjoy watching you take on 4 wheels of muscle car." Vince said. "Hey, ya know, the actual cheer captain is right here" Bloom said balancing her bike with her legs. "You don't count carrot top" Vince said and her hands started glowing. "You challenging me to a race?" Jack asked offended. "You catch on quick ponch, what 'ya say?" Vince asked. Jack was about to answer until Arcee sped forward at a green. Bloom followed them, and smiled under her helmet.

"_Nice cee" _Bloom said over her comm-link headset in her helmet.

"Hey, you didn't let me answer" Jack said looking down at the bike he was riding. "Nope" she said. "Arcee we can smoke him" Jack said. "Yep" she added and Jack sighed. "You just don't get it" Jack said and they stopped at a red light. "I don't make the rules jack, Optimus does. You saw how much trouble Bloom got into when she disobeyed orders" Arcee said and Jack smiled. "And rule number one incase ya missed it, **Never abuse power for personal gain**" Arcee said and Bloom pulled up next to him. "I thought rule number one was **Robots in disguise?" **Bloom asked and she heard snickering on a comm-link. "Bulkhead, get off this channel" Bloom said and the channel clicked off. "Dork" Bloom said balancing herself at the red light.

"And that includes horsepower" Arcee said and the demon car drove up again. "Oh, Vince, maybe racing isn't such a good idea" Jack said. "Ha. Ha, I figured. You ride around like your bike's something special, but it's just a chunky clunky, trike. And ugly" Vince said and Bloom laughed. "You did not just say that about his bike. Man are you gonna regret it." Bloom said to herself. "Sorry Jack wasn't laughing at you. I was laughing at the idiot in the overly painted car, which has no idea, what he got himself into" Bloom said from her bike.

He took off in a squeal of tires, sped around him while kicking up dust behind him, and drove off. "That's it! The yahoo's goin down" Arcee said while Jack was clearing the dust out of his face. "I'll follow to record this epic moment" Bloom said mounting her web-cam to the front of her bike. Jack struggled to stay on, and Bloom struggled to keep up. "Whoa, what happened to rule number one?" Jack asked. "It's bent, just this once" Arcee said and Jack smiled.

Vince drove up to Sierra and her friend, and smiled. "Yo girls, your pal Darby, he's…" he gets interrupted by the squeal of tires. "Ready when you are Vinnie" Jack said and Bloom pulled up next to him. "Dirt road, by trucker's ranch, one hour" Vince said. "See ya there Vinnie" Bloom said and sped off to the base.

**Trucker's ranch**

Sierra and her friend stood at the corner and the two contestants, plus the camera woman behind them. She could view the camera angle and move the camera by her voice through the mic in her helmet.

Vince sat in his stupid devil car while Jack sat on Arcee. "From here to the next mile marker. Ready, Go!" he said and sped forward. "Well that was fair." Jack said speeding after him. He noticed they were falling behind and Bloom wondered what she was doing. "Uh Arcee" jack asked. "Winning isn't enough Jack, ya wanna make him cry" She said and Bloom nodded her head while listening over the Comm-link.

She heard beeping in her ear and a comm-link opened.

"_Bloom, are you on your way home? I would like to speak with you" _Optimus said over the comm.

"I'm held up at school; by the way, I was made cheer captain of a whole new team." Bloom said paying attention to the race.

"_Alright, congratulations sweet spark. Come home soon, Optimus out" _then he turned it off.

"Weird, he never uses his private comm-link with me unless I really did something wrong." Bloom said and she shook her head. She watched Jack and Arcee pull up beside Vince, and when he looked in his rear view, they weren't there. He looked beside him, Jack waved, and Arcee popped a wheelie.

"Pft, show off" Bloom said to herself and watched Vince's jaw drop to the floor when they passed him.

Arcee beeped her horn while Jack cheered. "Wohoo, Outstanding!" Jack yelled and then he looked around. "Now would be a great time to offer Sierra a quick once around the block?" he asked. "Don't push it. You're lucky she did this for you" Bloom said over the Comm-link. "Hey, get off my Comm-link Bloom" Arcee said and Jack sighed while they headed to base.

**That night at base**

Bloom and Arcee pulled in after everyone went home and Bloom parked her bike where her car used to be. "Ratchet, where's my car?" Bloom asked looking around. "I took it in for some repairs. By the way, Optimus would like to speak with you" Ratchet said and she pushed a button on her armor that she got back yesterday. She got into her armor, and walked to Optimus' quarters.

**Optimus' quarters- A.K.A. TOP SECRET AREA**

Starlight knocked on the door and he opened it from his desk which was on the far right of the room. On the far left was his Berth, on the right of his desk were shelves filled with data-pads of Cybertronian history, and Holo-gram pictures of the main Autobot city and of his parents on a separate shelf. "So, that's what your parents look like." Starlight said walking to it.

Optimus watched his daughter look curiously at the pictures and she walked to him. "You wanted to talk to me?" Starlight asked sitting in a chair across from him. "Yes, it's about the situation at the museum. I never got to thank you for saving my life. I'm very sorry about the way I acted. I think the punishment was too extreme for a normal earth father to give." Optimus said leaning back in his chair. "But the thing is, you're not a normal earth dad, your better. The fact that you have all these centuries of fighting under your belt, and the fact that you command a rag-tag group of bots while raising me, is amazing. I'm sorry I acted out against your orders, it was wrong of me to do so." Starlight said looking at her hands. He stood up and walked to her. He took her hand, and pulled her into his arms. "It's alright Star. Sometimes, I need to learn how to switch from being commander of the Autobots to being your dad. It's still a rough adjustment for me" Optimus said and Star smiled. "Don't worry, you'll get the hang of it" Star said and nuzzled into her dad's embrace while listening to the beat of his spark under his armor.

The moment was interrupted when Elita walked in and smiled. Star shook her head at the interruption, and pushed off. "I'll see you later dad. Later Elita" Star said and Elita caught her hand. "I'm sorry Starlight. I didn't know you were in here" Elita said and Star nodded.

"It's okay; I need to do my homework anyways." Star said and walked down the hall to her quarters.

**Bloom's room (After she changed back)**

She walked into her room, switched on the light, and saw her clothes everywhere, with her books on the floor. "Scrappy!" Bloom yelled and found the little ball of metal purring on her bed, and she noticed it changed a little. "Scrappy? Is that you?" Bloom asked and saw a metal kitten instead of the Scraplet she loved. "That's a change I could get used to" Bloom said and she sat next to it. Its blue eyes opened and purred louder when it saw her. It rubbed against her hand, and meowed in a metallic tone. "You are too cute" Bloom said lifting the surprisingly light kitten and it snuggled in her arms. "I gotta show you to Ratchet" Bloom said and walked out of her room.

**That night on the Nemesis**

Break-down is seen buffing Megatron's armor, and then Star-scream walked in. "Aw breakdown, has there been any change in Megatron's condition?" Screamer asked and Break-down looked at the comatose leader. "Only cosmetic" he said. "Hm, well, I am sure you and the good doctor have been doing everything in your power. Where is Knockout?" Star-scream asked and then the doors opened. "Can you believe what some skin job did to me? Ugh!" Knockout asked pointing at his arm. "You have been street racing among the humans again haven't you?" Star-scream asked. "I'm not only an automobile; I'm an automobile enthusiast." Knockout said coyly "I do strive to run a tight ship Knockout. I would strongly suggest you seek my permission next time you want to dissapere on one of your little jaunts." Star-scream said. "No worries Head Commandant." Knockout said. "It is Lord to you" Star-scream said. "Only if Megatron takes a nose dive" Knockout said cockily. "Ugh, the day our master emerges from stasis, I will graciously relinquish the title. But I believe that outcome is UN likely, something to do with the quality medical care around here. So continue buffing. We do want Megatron looking his best for the memorial" Star-scream said walking out. As soon as the doors closed, Knockout did the equivalent of flipping someone off. "Buff this" he said.

**Nevada desert-next day**

Jack and Arcee are driving into the base, she lets him off and she transforms beside him. "Not a word to anyone" Arcee said standing beside him, "Our little secret" Jack said and she smiled at him. "Now I need to talk to Bloom" Arcee said and he chuckled. Arcee walked away and then Miko came running in. "Dude! Vroom, vroom, vroom! And the winner is…." Miko said. "Miko, who told you?" Jack asked.

"You're kidding? It's all over school! Plus Bloom showed everyone a video of it on the school website. It's amazing" Miko said and Jack sighed. "You beat the pants off that blow hard bully Vince" Raf said walking up behind him. A certain red headed girl was walking down the hall way with a kitten in her arms while she gently scratched its ears. He walked to her and glared at him. "What did you do?" Jack asked. "I just made you popular. You're welcome" Bloom said walking away. He pulled the others into a huddle and made Miko yelp in the process. "You guys have to keep this on the DL. Especially from Optimus" Jack said and they agreed.

Miko looked in Bloom's direction and smiled. "Was she holding a cat?" Miko asked and ran after her.

**Next day at school-Afterwards**

Bloom was just walking out to her car after getting out of her last class. She walked out to her car, and saw Vince leaning against it. "I suggest you get off my car before I make you" Bloom said in her uniform. It consisted of an orange skirt with a top the same color. The sleeves were cut off style, she wore black short tights underneath, and black sequins made up the school name. JHS stood for Jasper High School. "I don't think so, you're going to pay for embarrassing me like that" Vince said and Bloom dropped her bags next to the concrete wall. "You really gonna fight a 5th degree black belt? I'd hate to whip you infront of your friends" Bloom said cracking her knuckles. "I don't think a cheerleader can beat me." Vince said and Bloom laughed. "Come at me than if you think you can beat me" Bloom said and he noticed a tattoo on her left shoulder. "Hey what's that on your shoulder?" he asked. "That is none of your business" Bloom said and he ran at her, and tried to punch her. She stepped to the left, and struck her knee in his stomach and chopped him on the back of the shoulders. He fell to the ground and struggled to get back up. "You cheated" he said coughing. "That was not cheating. That was self-defense 101" Bloom said and got her bags. She got in her car, and froze when she saw Jack walking out. Sierra wasn't far behind and she got out of her car. She heard her talking to him while hugging her books. "Hey, I've been looking for you" she said and Bloom rolled her eyes. "The race, I mean how good was that? I was like, yeah, go Jack!" Sierra said and she put a piece of hair behind her ear. "It was no big deal." Jack said. "You got that right. (As he pushes past him) if you think you can run with the big boys, the circuit, tonight. 11:00 pm." Vince said and Bloom walked up to the boy. "Obviously I didn't teach you enough of not messing with the wrong people Demarco" Bloom said with her hands on her hips. "Sierra, I suggest you go home if you want to make it on my squad" Bloom said and the girl walked off.

**On the road**

"You agreed to what?" Arcee asked and Jack panicked. "It was some kind of secret racing club. I don't know, I didn't have a choice, Sierra was standing right there." Jack said. "You always have a choice Jack, and what part of just this once did you not understand?" Arcee asked. "I know, I'm sorry. But were on right?" Jack asked. "We are not on" Arcee said and Bloom was far away from them driving out in the country hoping to let off some steam.

**In the country**

A red Aston martin sped down the road and a voice came over the radio.

"_Knockout, Star-scream's been looking for you again, where'd ya go?"_ Break down said.

"Out for a little drive, I just roll from town to town, sniffing around until (a horn beeps behind him and a car speeds by.) The next opportunity presents it" he said and sped up.

Another place in the desert, Bloom was speeding down road until she saw a light blue car speed past her and a red Aston martin was following. "That can't be good" and she just kept driving.

She didn't know where she was going, but she was feeling a lot better as she drove. Then she saw a sign for Jasper. "Weird, must have gone in a circle." She said and drove into town.

**Base**

Raf was busy playing a racing game until Jack walked up. "Raf (He crashes his car and loses.) Is there any way I can borrow bumble-bee for an hour?" Jack asked.

**-Were going racing! Awesome! Let's go- **Bee asked. "Jack, you know racing's against the rules. What if Optimus found out?" Raf asked and Mirage looked up. "What is this I hear about racing?" he asked walking over. He then got a video message of Jack beating the pants off of Vince yesterday. "Ah, never mind" he said and decided if he got involved, then Optimus would find out.

**-Man, kill-joy- **Bee said and they both looked bummed. "But Raf, he's gotta get the girl" Miko said and Raf raised an eye brow, "To beat the bully," she added, and Raf looked skeptical. "Well" he said and Bulkhead walked up behind them. "Come on Raf, just this once?" Jack asked and Raf rolled his eyes.

Jack looked around and looked at the group of girls. "Anyone seen Bloom? I haven't seen her since school got out today." Jack said and the Winx looked around. Ratchet typed in her tracking device code that was built into her dashboard, and sees her moving along the outskirts of the city. "She normally goes for long drives when she gets out of school. I wouldn't worry too much about it" Ratchet said and the kids looked at him. "She does. She has very deep rooted emotional trauma" Ratchet said and the Winx saw a metal cat run in whining, "Uh, why's there a small metal cat in the base?" Musa asked. "It's Bloom's. Her Scraplet turned into a cyber-cat yesterday" Ratchet said dismissively and they shrugged their shoulders while they petted the cat.

**On the road**

Bloom rode through the desert and spotted a place with a whole bunch of lights. "I wonder if that's what the circuit is?" Bloom asked herself and drove out to it. She had been driving all day, and didn't lose a single ounce of gas, because her car ran on Energon (Thanks to Ratchet). "Ya know, this could be fun." She said and sped toward the track. She saw the track empty, and sped around it for a few hours until it started getting dark.

**Later**

The track was covered with kids and cars by the time Bumble-bee drove up. Bloom looked at the window roll down beside her, and sighed. "Jack, what are you doing here?" Bloom asked revving her engine. "Me? What are you doing here?" he asked. "I was driving and I found the track so I said, "why not, it could be fun" Didn't Arcee say no?" Bloom asked and he smiled. "I'll talk to you later" she said and Vince smiled at her. "Ugh" she said and rolled up her window. Vince looked at Jack and he looked confused. "Bike's in the shop" Jack said and he rolled his eyes. They looked ahead and a voice came over the inter-com.

"**Circuit drivers, are you ready?!" **he asked and Jack saw Sierra standing at the race line. Bloom rolled her eyes, and tightened her hands around the steering wheel.

"**Make it mean, but keep it clean. Fire'm up in 5…4…(Knockout drives up)..3…2….1!" **the announcer said and sierra dropped her arms. The racers take off and Bloom is in the lead next to Vince while Jack and Bee is behind her.

Vince and Bee drive back and forth while Vince tried to stay in the lead. Bloom swerved back and forth until she saw a particular red car behind her. "Scrap, (Pushes a button on the console, and it was Bee's comm-link) Bee, we have a problem" Bloom said and she saw the Aston martin drive up behind her.

**-What's wrong Bloom? -** Bee asked. "It's Knockout, I think he's racing. Be careful" Bloom said and Jack started freaking out.

Bloom kicked it into high-gear, pushed a few buttons and smiled. "Shift into turbo!" she yelled and the car went super-fast. (I put that in for all you power ranger fans out there!) She went full throttle to the Aston that was chasing Bumble-bee and she gasped when Knock out charged his Ion Displacer that came from his tail-light.

When he started firing, she got out her own displacers that were attached inside her passenger side door. Ratchet had definitly tricked her car out when he repaired it. She fired at his tail, and he fired back with his tail lights. They drove up the ramp, and onto the road above. Bee used the track as a ramp, and landed on the road. Knockout followed while Vince freaked out. Bloom drove off the ramp/ track and followed.

**On the road**

Bloom drove full speed towards the speeding pair, and cursed when they kept getting out of reach.

**With Bee and Jack**

Knockout kept shooting at it, and Jack saw bee kept evading it. "Can you lose him Bee?" Jack asked.

**-Maybe, let me work my magic- **Bee said. "What's that?" he asked.

**-I told you to let me work my magic!- **Bee said aggravated. "I hope that means yes" Jack said and Bee inwardly sighed. "Cause I'd rather not have to call Base for back up" Jack said and Bloom was pulling up beside Knockout.

**Base**

Miko, Raf and Bulkhead were gathered around the game, and were approached by Arcee. "Anyone seen Jack and Bloom?" Arcee asked. The kids froze, and looked at each other. "Not since we last saw him" Miko said and Stella walked up brushing her hair and sat beside her. "You're a horrible liar." Stella said and pushed the waist length golden locks behind her. Arcee narrowed her optics, and glared. "Their racing, aren't they?" Arcee asked. "Just this once." Raf said. She looked at Bulkhead and glared. "Did you know about this?" she asked. "No, maybe, a little" Bulkhead said. They got a comm-link message on the computer and they looked over.

**-Hey guys, I got Knock out on my tail. I need back up!" **Bee said and Raf walked up. "You're being chased by Knockout? Wasn't that the con that attacked Bloom and Miko?" Raf asked.

**-Yeah, and I'm gonna need help!- **Bee said and Miko stood up. "Sounds like the vain Doc is back" Miko said. "Bee don't engage, first priority is to keep Jack safe. Until I get my hands on him" she said walking away.

**On the road**

Bee still evaded the shots fired by Knockout, and Bloom followed close behind. Bee released an oil slick from behind and Bloom rolled her eyes. She swerved away from the slick, and Knockout had spun in circles to keep himself on the road. "Heh, that's what you deserve con" Bloom said and sped along with Bumble-bee.

**Under a bridge**

They pull under a bridge and turn off their head lights while hiding. Knockout drove towards the bridge and turned off his lights and engine. He waited a few seconds, and then he drove off. Bloom waited until he was gone, and got out of her car. She climbed into Bee, and Gibbs smacked Jack across the back of the head. "Ow! What was that for?" Jack asked. "That's for disobeying your guardian. She said no racing, and you broke rule number one." Bloom said and Jack sighed. "Think we lost him?" Jack asked and Bloom shook her head. "Rookie" She said and they saw a pair of headlights come under the bridge. "Oh you gotta be kidding me!" Jack said and Bloom opened the door. She got out, and walked to the kid infront of Bee. "Vince, you need to get out of here" Bloom said with her hair in a ponytail. "No way. I'm gonna get you for cheating earlier." Vince said. "I didn't cheat; you were just too stupid to know how to block my strikes. I wouldn't expect you to since you can't even throw a football straight." Bloom said with her hands on her hips. "What did you say Prime? I'm so gonna make you pay!" he said and Bloom laughed. "Yeah right. I'd like to see you try. You mess with me, you mess with my family. And that is not a good idea." Bloom said with her arms crossed and then something metal grabbed them. "Oh scrap! Bee help me!" Bloom screamed and Jack sat there in shock.

**On the bridge**

Knockout threw them up in the air, transformed and they landed in his seats. Vince landed in the passenger seat, and Bloom in the driver's seat. "Well, well. We meet again little human" Knockout said. "Knockout, I swear if you don't let us go, I'll burn your interior so bad you won't be able to replace it" Bloom said and the con growled. "You will be an important key factor in bringing Megatron out of Stasis" Knockout said and she growled. "What's goin on? What are you…?" he started asking and then he got electrocuted. "Are you nuts? You can't just electrocute someone. That could give them extensive brain damage…" she started saying but he got annoyed and shocked her too.

**Bloom's head**

_She heard the crashing of waves, and the chirp of birds. She opened her eyes to see a blinding white light, and the blue of an ocean. "Ugh, where am I?" Bloom asked holding her head, and sitting up. She looked around and saw palm trees. "Woah, this is intense." Bloom said and she saw a man in a red jacket walk up to her. She looked him over and he had shaggy brown hair, electric blue eyes, black t-shirt that said "Mess with the bull, you get the horns.", Black skinny jeans, and black boots. "Hey there kid" the man said, and Bloom stood up. She noticed she was wearing a pair of black skinny jeans, red boots, black tank-top, red jacket, and a black headband. "Do I know you?" Bloom asked and the man laughed. "I can't believe you don't remember my Holo-form Bloom. I used it to get you out of detention like 20 times in middle school." The man said. Bloom gasped and put her hands to her mouth in shock. "Cliff? Is that you?" Bloom asked. "Yeah. Seems like you were called here for a purpose." Cliff jumper said and Bloom scoffed. "Yeah, for what?" she asked. "Young Prime" a booming voice. Bloom looked around frantic and Cliff just laughed at her. "Hey, don't laugh!" Bloom said and he chuckled. "I am Solus Prime, I am the one who bestowed you with your gift of change" Solus said and Bloom looked at Cliff confused. "Don't look at me. I have no idea what she's talking about," Cliff said and Bloom looked up. "What do you mean the gift of change?" Bloom asked. "It is the ability to change in and out of your armor. The part where you can change into a fairy is not of my doing. That is an ability that you were born with." Solus said and Bloom smiled. "So, why am I here?" Bloom asked. "You are here to warn Optimus that the emporer of darkness is to awaken, and cause countless lives to be lost. You must make sure that Megatron does not emerge from stasis." Solus said, and Bloom gasped. "You want me to extinguish Megatron's spark? Are you crazy? I can't do that. He's got a whole team of Vehicons, and three psychotic decepticon officers that guard him constantly. How am I supposed to even close to him?" Bloom asked and she heard a chuckle. "You will have to figure that part out on your own my dear. But remember, you are never alone."  
Solus said and Bloom smiled. "Thanks. That helps a lot. I can't believe I have this dangerous mission that could possibly kill me and the great Solus Prime can't even HELP ME!" Bloom yelled and Cliff laughed. "Relax kid. I know you can figure it out." Cliff said and Bloom looked at the bot in human form. "Ya know, you really hurt Arcee when you went Offline. She still really misses you." Bloom said. "Yeah I know. Can you tell her something for me?" Cliff asked. "Sure Cliff" Bloom said. "Tell her I'm sorry. I was being stupid and I didn't accept the back up from my partner. Tell her that I'm sorry and I hope she can forgive me." Cliff said and Bloom smiled. "I'll tell her. I guess I'm going back. I'll see ya later Cliff." Bloom said and she vanished from the world of her dreams._

**Out of her head**

Bloom was waking up from the dream world and when she came to, she felt sick and saw herself being held up in the air. She looked out the window to see her dad looking in and then his optics dimmed in anger. "Oh frag. I'm in trouble" Bloom said and the door came off the hinge while her eyes almost popped out of her head. "Wow." She said and laughed when she heard the con scream. Optimus carefully removed the semi-conscious girl from the cab. "Dad? Is that you?" Bloom asked looking up. "It is me sweet-spark. I will get you home" Optimus said and Bloom nodded. "My car. Is under the bridge. I can't leave it there" Bloom said wearily. Optimus nodded and the con transformed.

"Do you know how hard that is to replace?" asked Knockout, and the bots drove up. He looked at the approaching bots, and drove away. Bee drove up, and Jack rolled down the window. "Optimus, this is all my fault." Jack said. "We must get Bloom and this boy to safety immediately. Explanations can come later. (Looks at the girl in his hand) From all of you" he said and Bloom looked at her hands in embarissment.

**Later**

Bloom was driving in her car listening to music when her dad's voice came over the radio.

"_Hello Starlight." _Optimus said and Bloom smiled.

"Hey Dad. Look, I'm really sorry about what happened. By the way, we need to talk when we get home." Bloom said while her hands tightened around the wheel.

"_Is this a matter of school? Or is it a "Prime" Matter?" _Optimus asked.

"It's a Prime thing. I had a vision when I was out, and I need to talk to you about it." Bloom said and she sped towards the base with all the bots behind her.

**Base**

Bloom sat on the couch with a blanket across her lap, and with scrappy on her lap. She had this thoughtful look on her face, and she looked up to see Arcee walk up with her sisters. "Hey Bloom, what's wrong?" Elita asked. "When I had my vision, I met someone that wanted me to give Arcee a message." Said Bloom and Arcee looked at her. "It's from Cliff." Bloom said and she projected a hologram of his message on her palm.

"_Hey Arcee, look, I'm sorry about leaving you like I did. When Bloom told me about your pain when I passed. I felt so bad. I realize now that my stubbornness and hot head cost me the best partner that I ever had. I really am sorry for not having enough smarts to accept your help. I never really told you how much I cared about you. Please be happy and don't morn for me too much kay cee? Keep on fighting and don't give up." _

That was all was said and Bloom sat on the couch in exhaustion. Chromia looked at her and she looked pale. "Bloom? Are you okay?" Chromia asked. "My energy levels have been low all day. I need some sleep" Bloom said and she curled up on the couch. Scrappy curled up beside her and they happily snoozed off.

Optimus walked up and was instantly shushed when the three Femmes pushed him gently out of the room. "Optimus, she's sleeping. She's had a long day. Lectures can come tomorrow!" Chromia said and the leader walked out after covering the sleeping girl with a cozier blanket. "Goodnight Sweet-spark" Optimus said and they turned off the lights.

**OKAY, I'M DONE! THIS WAS SPEED METAL AND I THINK I LIKE HOW IT TURNED OUT. PLEASE TELL ME IF YOU LIKE IT.**

**I haven't had many reviews and i'm getting a little insulted. I work really hard on these stories and if no one's reading them, then I'm gonna stop uploading them. **

**SO REVIEW AND THESE STORIES WON'T END.**

**Me: I'm sick of people not reviewing.**

**Megatron: Stop complaining human; be glad anyone is even reading them.**

**Me: When did you get here? I thought you were supposed to be in stasis? **

**Megatron: I'm in your head…mwahahahahaha!**

**Me: NO! GET OUT OF MY HEAD YOU FILTHY CON!**

**Megatron: NEVER!**

**(Door opens and someone calls my name)**

**Me: What? **

**Someone: come do dishes and stop laughing like an idiot!**

**Me: Okay, see ya later Bucket head!**

**Megatron: Why you!**

**(Dodges plasma blasts and ion charges.)**

**Me: read and review! Before I get blown to smithereens by Megsy**

**(Runs away laughing while Megatron is shooting at me)**


	7. Chapter 7: Predatory

**Okay, this is one episode that I've been debating on how to write. But this is how I decided. Please no flames or dissing. I work really hard on these chapters and it would be nice to get some actual feedback from more than 3 people. Thanks to the one's reading and I hope you enjoy.**

**Disclaimer: I DON'T OWN TRANSFORMERS PRIME OR THE WINX CLUB IN ANYWAY! THOSE HONORS BELONG TO HASBRO, AND RAINBOW INC.**

**Me: look whose back!**

**Megatron: Not for long**

**Me: would you get out of my head!**

**Megatron: Nope, too much fun**

**Me: Don't make me send Optimus after you**

**Optimus: Someone call me? **

**Me: Yes, can you please get megsy out of my head so I can tell the story?**

**Optimus: Of course. MEGATRON, BE GONE!**

**Megatron: Nooooooooo! (Fades into oblivion)**

**Me: Yay! Thanks Boss bot!**

**Optimus: No Problem.**

**Me: Don't forget to read and review!**

Winx Prime

Chapter 7: Predatory

Bloom was relaxing at the base with her legs up on the coffee table until her head started hurting. She rubbed the side where it hurt and she saw this space ship come into the solar system. "That's weird" Bloom said and Optimus looked at her. "Something wrong Sweet-spark?" Optimus asked walking to the lounge area where she was sitting. "I just saw some kind of ship enter the solar system. I don't know if I'm seeing things or it was a vision. All I know is that it's giving me the worst headache." Bloom said and she saw Jack walking with Arcee. "Hey Cee, be careful out there, Okay?" Bloom asked and she nodded. "How about you come with us, it'll do you some good to get some fresh air" Arcee said and Optimus nodded. "It would be good for you since you've been cooped up here. Go with them Bloom, and take your armor with you" Optimus said and Bloom hefted herself off the couch and down the stairs. Stella walked up to her, and smiled. "Hey, can I go? I'm super bored here" Stella said and Bloom looked at Sunstreaker. "Go ahead Stella. Be careful" Sunny said and they high-fived. "Awesome! Go get your armor Stella" Bloom said and she ran to her bag that had all her cybertronian stuff in it. She pulled out a yellow and silver cube and stood next to Bloom.

They both got into their armor together, and stood with their hands on their hips after they were done. Stella transformed and she was a Lotus Exige 1.8 Touring 190bhp - 2005/05 with FLSH with a yellow paint job and her decals along the sides of the car.

Bloom transformed into her Ducati form, and waited for Arcee to get ready. "You slow pokes ready yet?" Bloom asked as she turned around in her vehicle form. "Bloom, ya gotta be patient. I need the coordinates Ratchet" Arcee said and the doc entered them in her scanner.

"Okay, let's go" Arcee said and the Ground-bridge opened up. They drove through, and Bloom felt so relieved when she saw trees.

**Forest somewhere**

Jack, Arcee, Starlight, and Stella walked through the forest and Stella looked around so intrigued at the height she was at. "Wow, this is amazing. So this is how you guys see us" Stella said looking down at Jack while he swatted at bugs. "Really wish I packed some insect repellent." Jack said swatting away mosquitos. "The Mosquitos on this routine recon are the size of vampire bats. And they drink just about as much blood" Jack said smacking one on his arm. "Quite the outdoors man aren't you jack?" Arcee asked. "You wouldn't be making fun of my survival kit?" Jack asked while Bloom looked around with her blasters drawn. Stella had her sword in one hand, and her other was turned into a blaster. They had been training nonstop for days with Iron-hide, and Layla was getting the upper hand of Ole hide every time. Stella was just excelling in her target practice and self-defense tactics. She was getting quite good actually.

"I may not have stinger proof metal skin Arcee, but in a pinch, I can use my multi-functional pocket knife, and magnesium fire-starter to cook up some freeze dried mac-and-cheese." Jack said and Bloom sighed as Stella giggled.

**(Remember kids, fire bad)**

"You have your tools, I have mine" Arcee said and her scanner beeped. "That's Odd; Ratchet's satellite scans were accurate. But subterranean energon deposits don't cause this kind of surge." Arcee said and made sure the two femmes were behind her. "You two, let's go" she said and Stella stopped looking in a hole in the tree while scaring a poor little owl family. Starlight shook her head at her and walked after Arcee. After walking a while, Arcee saw a large trench where trees were knocked over, burnt, and the ground looked like it was carved by something. "Whoa. What happened here?" Starlight asked. "I don't know, but it must have been big whatever it was" Stella said bringing out her own scanner and the results were confusing. "It looks like a crash landing" Stella said and Arcee looked at her with a "What made you think that" look. "Stay behind me girls. Low and close" Arcee said, and they proceeded with caution. When they got closer, Starlight could feel something coming from the ship. "Uh, Cee, I think this is the ship from my vision" Starlight said and Stella looked at her curiously. "Vision, what vision?" Stella asked and the young Prime waived her off. "Later" Star said and they walked closer.

**(Cue title sequence.)**

Jack looked at it while Star and Stella stood behind them. "Autobot or Decepticon?" Jack asked. "Can't tell, wait here. All of you" Arcee said looking at the two bots behind her.

Just as she left, Jack quietly slid down the embankment. "I thought your guardian said to stay here?" Star asked and Stella smiled. "Since when did you listen to yours?" Stella asked. "That one time was to save his life. He apologized for it later" Star said and Stella rolled her eyes. "You got grounded anyways" She said and Star glared at her. They watched Arcee walk to the entrance of the ship, and point her gun at it. She walked in and a few minutes later she came stumbling out. "Arcee!" Jack yelled and the two femmes behind him rushed to her side. She looked up, and remembered a horrible moment in time while trapped on that ship.

_It was a dark room and the only light came from a small florescent light on the ceiling. A decepticon known as Arachnid (a giant spider bot) comes into the picture as she prepares to scrap Tail-gate. She slashes at him and his energon appears on the wall._

Arcee snaps out of the flash back, and sees Jack walking up. "Arcee, what's wrong?" Jack asked. "I know who this ship belongs to" Arcee said and she walked away while Stella looked at the ship. "Man, this is creepy major" Stella said and Star shook her head. "Stella, pay attention" Star said and Arcee tried to reach base. "No use Arcee. This ship is giving off a high frequency scrambler pulse. That means No comm-link" Star said crossing her arms. "Well I you two to stay with Jack." Arcee said and started walking away. "Arcee, Arcee you're kinda freaking me out here." Jack said and Starlight sighed. "Wait here" she said while looking into the misty forest. She walks through the trees, and spots several scratches on the tree trunks. She kneels on the ground, and spots several foot prints along the earthy ground. She looks up and has another flashback.

_She's hanging from the ceiling by these electro-magnetic cuffs, and Arachnid walks up. Arachnid takes her finger and scratches her cheek with it. _

She's snapped out of it when Jack comes up to her. She transformed into her vehicle mode, and Jack looked at it confused. "Climb on" she said and Starlight joined them with Stella in their vehicle modes. Jack climbs on, slips his helmet on over his head, and they speed off into the forest. A little faster than Stella and Starlight would have expected, but it wasn't something they couldn't catch up with. They sped after her while Jack screamed like a little girl, and jumped over this trench in the forest floor. Stella being a 4-wheeler had a hard time getting the speed she needed to jump the trench so she revved her engine a little before the trench came into view. She successfully jumped the trench and inwardly cheered. "Was that really necessary" Jack yelled and Arcee activated her Comm. "Arcee to base. (Nothing) Scrap" she said as she rolled forward.

"Look, I've seen danger before," "Wait here, I mean it this time" Arcee said and jack scoffed. "Okay first you shut me out, now your ditching me? I thought I was your partner." Jack said. "No Jack, you're a kid. Your only here cause it was supposed to be no risk, Got it?" she asked and sped off. Starlight sped after her while Stella stayed with jack. "Climb in kid. It'll help you stay warm" Stella said opening her door. Jack shook his head and he headed for the trench to follow them.

**Somewhere else in the forest**

Arcee and Starlight sped through the trees equally as fast and when she stopped of a sudden; Starlight had to drift in a circle to keep herself from tipping over.

"Geez, warn a girl when you wanna stop all of a sudden" Starlight said transforming, and following her. "Stay quiet." Arcee said and Star nodded. They both activated their blasters, and walked around. Arcee stopped at a smoking stump, and Star had to cover her nose because it smelled so bad. "Man, is that Acid?" Star asked getting a little closer while Arcee had another flashback.

_She was in Kaon during the war and she was running around while avoiding any shots from cons. "Arcee to delta-team, requesting rendezvous coordinates, do you copy?" Arcee asked. "Arcee you lost again?" a voice asked. "Your sense of direction could use some improvement." The voice said again. "So does you aim Tailgate" Arcee said running under a broken down bridge. "if you'd tagged that sniper back at the artillery depot, I wouldn't have to break rank and engage the enemy hand to hand" she said, "From the sound of things, I'm guessing you came out ahead?" tailgate asked. "Try waiting up for me this time and I'll give you the blow by blow" Arcee said and she looked around the buildings she used to call home. "What's your position?" Arcee asked. "About a half a click from the depot, due north. Think you can find it partner?" Tailgate asked. "Trust me tailgate, my navigation abilities are" she was interrupted when a shot of a web smacked into her and pinned her against the wall. _

_The last thing she saw was some kind of bot and it shot a web at her face._

_**Later in a dark chamber**_

_Arcee was hanging from the energon cuffs, and she was trying her hardest to get free. She heard footsteps. "Piece of advice, make yourself comfortable, you're going to be here for a while" Arachnid said and took out her claw. She scratched it across her cheek and then the flash back stopped._

She came back to the real world after Starlight shook her shoulders. "You okay?" Star asked. "Yeah, just some old memories I thought were locked away for good" Arcee said walking ahead.

**With Jack and Stella**

Jack had set up a tent (with what, I have no idea. How could a tent that size fit in his survival kit?) for the two of them, but Stella sat on the hill while in her bot form. She heard a voice but she ignored it.

"My first local, time for human kind to know my sting" Arachnid said while turning back into her spider form. Just as she was about to strike, Arcee came and tackled her to the ground. They wrestled for a while until Arcee smacked her back against a wall of rock.

"Arcee, small universe" she said with a smile. "Too small arachnid" Arcee said and the spider-con got closer. "You're still holding a grudge? The war's been over for mega-cycles." Arachnid said. "tell that to the decepticons" Arcee said and Arachnid smiled. "These days I travel solo, in pursuit of my new hobby" she said.

**Flash back to when Arcee was on the ship**

She walked onto the ship, and saw a row of heads in glass cases.

**Flashback over**

"I got a look at your souvenir case" Arcee said with a glare. "You mean my trophies? I collect endangered species. Of course, they aren't really endangered until they meet me, and I have a slot reserved for Human" Arachnid said and Arcee growled. "Not gonna happen" Arcee said and tackled her to the ground. Starlight came running in and saw the two fighting. "Arcee! You stay away from her you giant bug!" Starlight said and she blasted her in the face. "Who might this be?" Arachnid asked. "Name's Starlight Prime. I'm here to squash you" Star said charging her ion cannon. "That's interesting" Arachnid said and Arcee started firing at her. "Star, get out of here!" Arcee said and Star shook her head. "Never. Rule number 5. Never leave a comrade behind" Starlight said and Arcee had her arms wrapped with webs. She pulled on it, and it pulled Arachnid out of her position and onto the ground. She knelt and cut her binds off. Starlight stood behind a tree, and watched her friend, and sister fight to the death. She eventually couldn't take it anymore and started distracting the spider. She shot at her, and watched as Arcee swung around the tree like a big metal monkey, and kicked Arachnid to the ground. She heard rocks crumbling and saw Jack sliding down the hill while Stella snuck up behind Star. "Stella, why didn't you stay with him?" Star asked turning around. "Sorry. He kinda ran off when I fell asleep." Stella said and Star shook her head. Arcee was knocked back, and pinned against the rock wall with webs. "ARCEE" Jack yelled and Arachnid hissed. Arcee cut off one of the webs and shot at the spider while sending her back away from the kid. "I told you to wait for me!" Arcee said. "Well partners don't ditch partners." Jack said trying to get the webs off. "Get this through your thick head. We're not partners, you're a liability!" Arcee said. "I don't believe you, I can see it in your eyes. You're afraid Arcee, your never afraid" Jack said and that brought back another flash back

_Arachnid was pacing back and forth infront of her, and she smiled. "Ya know, for an autobot, your resilience is quite impressive. In fact, I'm guessing no matter what I do to you, you'll never crack. Am I right?(Arcee looks up) that's what I thought" Arachnid said and the doors opened. She looked up and looked broken. "Tailgate" Arcee asked and they put him into the same cuffs. "What have you done to him?" Arcee asked. "Nothing much, yet" said Arachnid and walked to the newly arrived autobot._

"_Just tell me what I want to know, or, well, you're a smart Bot. I'm sure you can imagine what happens to Tailgate next?" she asked and Arcee freaked out. "I don't know the attack coordinates. I swear upon the all-spark it's true!" Arcee said as the spider walked away. "We shall see." She said and then the horror show started, "No, please?(Arachnid slashed the spark out of Tailgate and then Arcee broke.) TAILGATE!" she yelled and then the flashback ended. _

"You right Jack, I am afraid. Of losing you!" Arcee said and Jack looked up at her and then Arachnid came closer. "You sure have a hard time hanging onto your partners don't you. We both know what happened to Tailgate, but I've recently picked up some Decepticon radio chatter regarding the passing of Cliff-jumper" she said and Star growled. "How dare you say his name witch!" she yelled but her attempts were put off when Arachnid pinned her against the wall next to Arcee. "At some point you really have to ask yourself Arcee, is it them, or is it me?" Arachnid asked. "You get it now Jack? She's not interested in me, she hunts indigenous species. And she's on earth, which means humans, you! RUN" she yelled and Stella drove up. "Hop in kid" She said and jack jumped into the passenger seat. Stella took off, and Arachnid laughed.

"And that's why I prefer to work alone; it's so sad when bad things happen to those close to you. But don't get me wrong, I fully intend to snuff out your spark. And believe me, I will make it hurt. But that won't compare to the pain you'll feel knowing I'm adding your human to my collection" Arachnid said and watched as Stella sped away. Arachnid jumped off the rock, and started chasing the speeding car.

Stella and Jack sped away as Arachnid followed. "Man, she's fast" Stella said and kicked up the speed. "That's the spirit Jack, play hard to get!" she said and then we switch back to Arcee and Star.

Arcee was still trying to break away from the webs until she got another flashback.

_She was still hanging from the ceiling, and she had just witnessed the murder of Tailgate. Arachnid was about to finish her when the door exploded and Arachnid ran off. Then out of the dust came Bumble-bee with his cannons drawn, and firing. Cliff-jumper came in behind him, and freed her from the cuffs. Bee, and Cliff helped her walk and Arcee was devastated. "I couldn't save him, I couldn't save my partner" she said and the flash back ended. _

"Jack I'm sorry, I never should have looked back" Arcee said. "Ya know moping won't get us out of here" Star said hanging on the wall next to her. "I should have, kept driving" she said with an "Aha" moment. She pushed on the web and Star repeated her movements. She pushed the web enough to transform, and push the web off of her while Star copied her.

Jack and Stella were driving through, and when they got to a clearing, they stopped so Stella could rest, and Jack got out. "I think you should run the rest of the way. I'll cover you. I'm no good if I'm in my vehicle mode the entire time" Stella said and activated her blasters. Jack hid under a log, and Stella activated her Camouflage setting. (Thanks to Tecna, they all have a invisibility mode so they wouldn't be spotted by enemies.) She hid behind a large tree, and waited until Arachnid came by. She crouched by the log Jack was hiding behind, Stella shook her head with a silent sigh. Arachnid walked over it, and away from them. He saw the con's legs infront of him and then she stuck her head in his face. "Hello Jack" she said and Jack screamed. He climbed over the log, and Stella ran after them while dropping her invisibility setting. "Hey bug! Stay away from him!" Stella shouted while shooting at her tail. She fired a web at him, but he turned a corner and evaded it. Stella ran after him, and picked him up in her hand.

Meanwhile with Arcee and Star, they were still trying to escape the Web. "Keep pushing Arcee. These things can't hold us forever" Star said, and Arcee smiled. Once all the webs snapped, they took off like they were shot from a sling-shot, and drove into the woods.

With Jack and Stella, the yellow bot had Jack in her hand, and she was running between trees. Arachnid was still following them, and she was enjoying the game of cat and mouse. They stopped at the trench and Stella jumped the gap no problem. Jack had to hold onto her hand for dear life, and she landed with one knee on the ground, and one hand bracing herself.

Arachnid jumped the gap, and they kept running. He pulled out his pocket knife, and scoffed. "What am I thinking?" he said and Stella giggled.

"Your making this too easy Jack, and I do not like being bored" Arachnid said as she approached the ship. Jack ran into the ship, and Arachnid followed. Stella had her camouflage on and she hid near the front in order to intervene when things got really dicey. "Now, where did you scamper off to?" she asked to herself, and looked around. Jack wasn't far; he was hiding behind a metal pillar, and was trying not to be noticed. Like an idiot, he looked around the pillar, making sure she wasn't there, and darted to the entrance. Arachnid walked on top of the ship, and crawled to the entrance. "odd." She said and she jumped down to the front while putting her legs where they were supposed to be. "If you wanted a tour Jack, all you had to do was ask" Arachnid said and she walked into the ship. "Did you spot the empty space, I hope you like it, it's where you'll soon hang your head." she said and Jack was on the opposite side. He stepped in a puddle and looked down to see Energon dripping from the ship. "Energon, Perfect" he said and got out his fire starter. He started scrapping the fire-starter against a rock and stick and nothing happened for a while. He kept at it until he heard footsteps. Stella crouched beside him, and lit the stick on fire with a little inferno spell. He nodded at her, and he threw it in the engine. Stella transformed around him, and drove away like crazy. She swerved a little when the ship went BOOM!

Stella got to a safe distance, and let him out. She looked at the inferno that was once Arachnid's ship, and smiled. "It's over" she said with a sigh and sat on the cliff next to Jack. "It's never over" Jack said and she looked at him funny. He walked away and his foot got stuck with a web. "Man, not again!" Stella yelled and started shooting. Arachnid was in the trees while her armor was charred and blackened by the volatile Energon. She shot another web at him and it stuck him against the trunk of a tree. She walked up to him, and was about to cut off his head until 2 pairs of headlights could be seen and 2 engines roared loudly. Starlight and Arcee transformed together and smacked Arachnid in the face and sent her flying back. Arcee charged forward and kicked her, while she punched left, punched right, and then finally she kicked her back into a lot of trees. She turned back to Jack and panicked. "Jack, are you okay?" Arcee asked. She pulled the web off and Jack got his feet back on the ground. "Yeah, of course, survival kit." He said and Stella scoffed. "Hello! Autobot!" she said and Starlight snickered. They heard drilling and saw Arachnid drilling into the earth to save her hide. Arcee fired multiple shots at her, and screamed. "ARACHNID!" and she sighed. "So much for closure" Arcee said and Jack looked up at her. "And now Arachnid's stuck here on earth. I'm not sure that's such a good thing" Jack said. "I'm sorry you had to face my demons today. You were pretty fearless there Jack." Arcee said and Star crossed her arms. "And what about us, what are we chopped liver?" Star asked and Arcee smiled. "Actually I was terrified. Mostly for you" Jack said. "Ratchet, requesting ground-bridge" Arcee said and another mosquito flew up. Jack squashed it against his chest and Arcee smiled. "I need to get my partner away from any oversized insects." Arcee said and the bots behind her snickered. "Partner huh?" Jack asked. "Junior partner" Arcee said and Jack smiled.

"_What in primus name is going on over there? I've been trying to contact you for hours." _Ratchet yelled over the comm-link.

"Jeez Doc, no need to blow out our eardrums" Star said and Ratchet sighed. _"Starlight, Optimus would like to speak with you when you return, something about failing Art, and Geometry."_

"Aww man" Starlight whined and they all went back to the base.

**Me: Wow that was a cool chapter.**

**Arcee: That it was, I got to beat the scrap out of Arachnid. **

**Me: Ya know, revenge isn't everything**

**Arcee: Oh shut it. It felt good.**

**Me: yeah, but did you get closure?**

**Arcee: No, but it felt good to shoot at her. And make her fly into all those trees.**

**Me: (scoots over a few inches and clears her throat,) Okay then, let's leave Arcee to her issues.**

**R & R please?**


	8. Chapter 8: Sick mind

**Me: Hey guys, this is Chapter 8. Ya know where Optimus gets sick? Well I don't really know how to write this kind of thing, so don't shoot me down in flames. **

**Optimus: I get sick? How is that possible? I'm Optimus Prime, I don't get sick!**

**Me: Apparently you do big guy**

**Optimus: Aww man!**

**Me: While boss bot is getting a hold of himself, let's get on with the story.**

**DISCLAIMER: I DON'T OWN TRANSFORMERS PRIME OR WINX CLUB IN ANYWAY. THOSE HONORS BELONG TO HASBRO AND RAINBOW INC. **

Winx Prime

Chapter 8: Sick Mind

The many bots stood around with their charges having a fun time. Iron-hide was with Layla as he watched her finish her homework, Stella was helping Sunstreaker with repainting his shoulder, Jazz was listening to Musa play her concert flute, Sideswipe was with Flora as she tended to the flowers on one of the desks, and Tecna was showing Mirage some armor designs she was working on. Bloom was sitting on Optimus' shoulder, and was telling him about her adventure with Arcee, Jack and Stella a couple days ago. She was just up to the part where she and Arcee were stuck to the rock wall by the webs when Ratchet interrupted.

"Optimus, you're not going to believe this, I have just pin pointed the location of the Decepticon war-ship." He said and when the big guy moved, he jostled the girl. "How did you penetrate their cloaking technology?" Optimus asked and Bloom stood up on his shoulder while holding onto his ear fin. "I didn't, I was experimenting with variable frequency wave-lengths when I stumbled upon it. Even still, their ship must be experiencing some kind of electro-magnetic breach." Ratchet said. "With Megatron deceased and the element of surprise..." Arcee said before Bulkhead finished her sentence. "We could cause some serious damage" he said and then another signal popped up. "Also on the same frequency, an autobot distress beacon" Ratchet said typing on the keyboard. "Hey, can I go with? I wanna kick some Con can" Bloom asked looking up at him and he looked conflicted. "I don't think it would be wise if you came. You need to work on your make up work for school" Optimus said and smiled behind his battle mask when she pouted like a sparkling when she didn't get what she wanted.

He put a hand out for her, and she climbed on. He lowered her to the catwalk, and Scrappy walked up to her. She picked him up, and it purred in her arms. She walked to Tecna, and Jazz to see what they were doing, and noticed the Ground-bridge cycling up. She looked over at Miko and kept an eye on her and made sure she didn't run off. "Dad, don't make me an orphan" Bloom said and he lowered himself to her. "Don't worry sweet spark, I will try to be careful. I love you" he said and she hugged his face. "Love you too dad" she said and let him go with Ratchet. Just as Miko moved, Bloom turned around. "Miko, **SIT**!" Bloom said and Miko crossed her arms over her chest and huffed in annoyance.

**In a desert somewhere**

A ground Bridge opened and Optimus walked out with Ratchet. They stopped and saw a large ship buried in the sand. "A crash landing, buried here for centuries." Optimus said and they went to one side of the ship. Ratchet pulled out his laser, and cut a door out. Once it was cut, Optimus kicked it and it landed a few feet away. The bots walked in and activated their flashlights. "If they traveled in stasis mode there may be survivors." Ratchet said and the ship moved. They kept moving forward, and found a rusted door. Optimus pried it open with his bare hands, and the Hatchet went to scan.

"Optimus, these Autobots didn't perish in the crash, their displaying the effects, of a virus." Ratchet said.  
"This is a plague ship." Optimus said before moving forward. Ratchet stopped him and he looked at him.

"Don't touch anything. The virus could still be active." Ratchet said and the ship started shaking again. Ratchet fell on his knee while Optimus kneeled and braced himself against the wall. A noise was heard from above them, and a bot hung down from the ceiling, dripping energon all over Optimus. "No!" Ratchet said and he immediately opened a bridge.

**(Cue title music)**

**Base**

Optimus lay on a medical berth in the med bay, and Optimus' optic was flickering on and off. Bloom was a mess in the lounge area, and all the girls were around her trying to make her feel better. "Cybonic Plague. It's only contagious if contact is made with the infected energon." Ratchet said and Miko spoke up. "What was a plague doing in an Autobot space ship?" she asked and Bloom looked at her dad from her spot. She ran down the stairs, got into her armor, and sat next to him while holding his hand. His hand closed around hers, and she rubbed it against her face. "You promised." Starlight said in a whisper, and Bulkhead looked at her with concern. "Its passengers were infected. The virus wiped out millions on Cybertron during the Great War." Arcee said and looked at the femme next to Optimus while tears dripped down her face. "The Cybonic plague was engineered in the Decepticon's biological war-fare program. By Megatron himself" Ratchet said and Starlight looked up with pure rage in her optics, "If he wasn't scrap already, I'd rip his spark out myself!" Starlight growled and Optimus squeezed her hand. She looked down at him and smiled.

"You have a cure don't you?" Raf asked. "No, there is no cure. Since it was engineered by Megatron, we have to get it from the Boss con himself" Starlight said while trying to contain her anger.

"Would Megatron create a disease without having a cure? I mean what if he caught it himself by accident?" Jack asked and Bulk answered his question. "It's not like we can ask Megatron Jack, he's pushing up lug-nuts" Bulkhead said. "But, we might be able to access the Decepticon data-base. For the moment, we still have a fix on their warships' location." Ratchet said. "I'll go. Arcee, wanna join me?" Starlight said and Ratchet looked at her concerned. "Starlight, you should be here with Optimus." Ratchet said. "No, nothing is going to change with me sitting here and moping. You're not going to stand in my way Doc" Starlight said with rage. Her optics shifted from bright blue, to dark murky blue. "Alright, But be careful Starlight. I don't want to lose both our primes." Ratchet said and she nodded. She leaned down to Optimus, and kissed his forehead. "Don't go anywhere big guy. I'll be back." She said and the two femmes went through the bridge. "Wow. I've never seen her that upset before." Stella said. "When it comes to her family, Starlight doesn't like to stand by and do nothing. She likes to be involved." Ratchet said and went back to monitoring Optimus.

**Nemesis**

A bridge opened, and the two femmes rolled through while arming themselves. They looked around, and saw that the coast was clear. "Let's start with the lab" Arcee said and Starlight nodded. She was a good few feet taller than her, but she could still fold down into a sleek and compact Motorcycle. They walked through the corridors, and saw a red mech walk out of the med-bay/lab. He stopped, thought he heard something and shrugged his shoulders. He walked by, and the two femmes were attached to the wall. They got down, and went into the lab. Arcee walked up to the computer, and started typing. Starlight walked around, and saw a pair of doors. "Hey Arcee" Starlight said and she was busy arguing with Ratchet to hear her. "Hey Arcee, you should see this" Starlight said and Arcee snapped at her. "What is it?" she asked and Starlight motioned to the door.

"**What is it? What's going on?" **Ratchet asked over the comm. Arcee gasped and Starlight opened the door. "It's Megatron, he's, alive" Arcee said.

"**What! That's not possible" **Ratchet said and Arcee shook her head. "Well I'm staring right at him, good news is, Megatron's isn't exactly staring back. He's critical, hooked up to life support, Time to finish this once and for all." Arcee said while charging her cannon but Ratchet interrupted. **"WAIT, DON'T!"** he yelled. "One good reason, fast" she said. **"Megatron may be Optimus' only hope for survival."** Ratchet said, "What are you talking about?" she asked. **"Does he display brain-wave activity?" **he asked and Starlight looked over at the screen. "Spiking hard, his sick mind is still at work" Starlight said. **"PERFECT! If a cure exists, Megatron may be the only one who knows it. You must enter his brain, and find it." **He said.

**(Cue Commercial)**

**Dumb ways to die, is a good video. Go check it out on YouTube! This is also a dumb way to die, REVIVING THE DECEPTION WARLORD AND CONTINUING THIS STUPID WAR WHEN YOU CAN JUST PULL THE PLUG!**

**(Commercial over)**

"Enter Megatron's brain? Ratchet are you out of your fragging mind?" Arcee asked. **"The Decepticon laboratory should contain all the equipment you need for a cortical psychic patch." **Ratchet said and Arcee growled while Starlight looked confused. "No way, have you even performed the procedure?" Arcee asked. "No, but I have thoroughly studied the theoretical literature, Invented by Decepticons, outlawed by Autobots." Ratchet said. "Whoa, can't we just haul Megatron through the ground bridge and buy some time until we figure this out?" Arcee asked. **"Time is one thing that Optimus does not have. One of you must try this. I will not allow Optimus to pass knowing that Megatron will outlive him."** Ratchet said and Starlight straightened up. "Ratchet, I would lay down my life for Optimus, any time, any where. But a mind body split" she said before Starlight laid a hand on her shoulder. "I'll do it. It's my dad, I should be the one to do it" starlight said and Arcee looked at her like she was crazy. "You will?" she asked and Starlight nodded. **"Are you sure about this Starlight? We don't know what could happen if something went wrong" **Ratchet said over the comm. "I'll be fine doc. I'm a big girl." Starlight said and Arcee nodded.

**Nemesis Bridge**

Vehicons walked around the bridge and Star-scream was complaining about the shield. "Why hasn't the electromagnetic shielding not been repaired?" he asked a vehicon. "the crews are working as quickly as they can lord" SMACK! "We are leaking a trail. All the Autobots need to do to pinpoint our position is access the correct frequency wave-length. Accelerate your efforts." He said. "Yes lord Star-scream" the con said and the trio walked away. Knockout walked into the room, and said. "Doctor in the house" and Star-scream turned around. "Aw knockout, and how is the patient doing today?" he asked and Knockout shrugged. "Same old." He said. "An inglorious fate that he should remain in this vegetative state." Star-scream said. "On the contrary, Megatron's body may be scrap metal but his mind is still percolating." He said. "Keep that to yourself. That blasted sound-wave sees and hears everything" Star-scream whispered. "The eyes and ears of the decepticons" Knockout said with a smile. "Well as long as their master remains in limbo, so does their cause. The Decepticons deserve a strong and alert leader." Star-scream said. "One who would require a loyal second in command?" Knockout said with a smile. "A candidate would have to earn that post by making a strong case to said eyes and ears" Star scream said with a smile. "A case of mercy, Lord Star-scream." He said. "You scratch my back, I scratch yours" screamer said and we go back to Arcee and Starlight in the con's med-bay.

**Med bay**

Arcee crawled under Megatron's medical berth and hooked up the patch to the spot under it. She crawled back into a small hole, and kneeled infront of Starlight who was sitting against the wall. She gave her thumbs up, and she contacted Ratchet. "Ratchet, were ready" she said. **"Initiate cortical psychic patch" Ratchet said. **Arcee watched Starlight turn her head and she attached the other side to the back of her head. she turned her head back around and her mind went into a tunnel of pretty lights and colors.

**Limbo**

She looked around, and saw rusted buildings, worn down structures, and she looked at herself. She wiggled her fingers, and shook her shoulders. **"Communications downlink activated. This will allow us to see and hear everything Starlight does while within Megatron's subconscious mind." **She smiled and kept walking. Then she heard Jack talk. **"Whoa, where's that?" he asked. **"It's Kaon, The decepticon capital. I can hear all of you ya know" she said with a giggle. **"Sorry Star. It's just too cool!" **Miko said and she shook her head. **"Starlight, Stop shaking your head. I need a clear visual!" **Ratchet yelled and she kept walking. **"Quickly Starlight, I know you're in unknown territory, but you must figure out where information might be filed in Megatron's mind." Ratchet said. **"You don't think I know that?" she said walking up the stone steps. She got to the top and looked around. Her eyes settled on the figure of Optimus but she knew better. **"Star, that's not Optimus, But a figment of Megatron's mind. He cannot see or hear you" **Ratchet said and she growled. "Stop telling me things I already know." Star said and she could hear the laughter from the twins, and from Iron hide. "Just you wait guys, I got something planned for you" she said walking up to the Optimus impersonator. She smiled and waved her hand infront of its face. She heard a wicked laugh and she charged her cannons at the warlord. "Optimus Prime, your Autobot armies are defeated. Bow before your new master." He said and the other OP turned towards him. "Never Megatron, One shall stand, One shall fall!" he said as he activated his sword. "So be it." Megatron said and he activated his sword as well. They charged each other, and Megatron sliced Optimus In half, and he dissapered in a cloud of dust. She hid behind a rock and heard them talk again. **"That never happened" **Bulkhead said. **"It's not a memory, were seeing Kaon as Megatron has recreated it, in his darkest dreams." **Ratchet said and Starlight sighed while listening to them talk. She noticed the rock shifting and another Optimus came to stand against Megatron. "Megatron, your treachery ends here" imitation Optimus said while activating his sword again. Megatron drew his sword back into his arm, and charged his cannon. She ran infront of the shot, but it just went right through her. "That was weird." Starlight said feeling her midsection. "The brat of Optimus Prime, I seem to recall the last time we met, you were falling to your doom. Punishment for trespassing in my domain is your destruction!" he said holding his sword above him and coming down with it.

**Commercial!**

**I'm a dancing gummy bear! Dancing, dancing gummy bear! (A hand reaches down and the gummy bear dissapered) Whoops, bye gummy bear. **

**End commercial!**

Starlight watched as Megatron was about to scrap her, but the sword went right through her. "Huh? That's just weird!" she said and Miko was heard laughing from the comm-link. "How can this be?" he asked and kept swinging at her while she instinctively blocked. But it all passed through her. **"Megatron can't touch Starlight?" **Raf asked. **"Because she's not a creation of Megatron's mind, Starlight is immune to his physical attack." **Ratchet explained and Megatron started walking in circles around her. "You are not wearing phase displacement armor; your eyes track my movements so you're not a holo-gram. And I do not believe in spirits. So tell me girl, what are you?" he asked. "Your worst nightmare bucket head" she said glaring at him. "Megatron" said and voice and they both turned around. She saw three bots standing behind her but she didn't see Arcee.

"Looks like Arcee wasn't around during the battle at Kaon" Star mused and Megatron sighed. **"Uh oh, special guest stars." **She heard Miko say. **"Miko, stop leaning over the rail!" **she also heard Chromia say. **"This is not good" **Ratchet said and Starlight rolled her eyes. She looked at Megatron, and then at the bots. "This is too freaky" she said and walked over to the bots while waving a hand infront of Bee's face. She heard Megatron freak out, and fire at the bots. They dissapered and she looked back to Megatron. "You are real, They were not." He said and then when he stopped walking, he started laughing. "A cortical psychic patch, how unexpected." He said and she heard everyone gasp over the Comm-link. **"We've stirred megatron from his oblivion, he's becoming self-aware." **Ratchet said in fear. "If this is my subconscious, what are you doing inside my head!" he asked right in her face. "Okay back off big guy and grab a mint. Cause your breath is rank." Star said and she heard laughter come from the comm-link.

**Nemesis med bay**

Arcee was still guarding Starlight with her blaster armed. "Come on Star, what are you doing in there?" Arcee asked, and the door opened. "Knockout, if you would be so kind as to provide your expert medical opinion to sound-wave for the historical record." Star scream said. "Simply put, un aided, Megatron could remain in this deathless slumber forever." Knock-out said by the view screen. "Our master would not have wanted to be seen this way, to stand idly by while he remains captive in his own body. It's not Just." Star scream said and Sound-wave pointed to the screen showing his vitals. "Brainwave activity, not evidence of consciousness, But from an endless dream from which Megatron may never wake." Knockout said. "Sound-wave, we must face reality. Megatron is lost to us" Star scream said. "The only honorable option would be to show him mercy." Knockout said. "A simple throw of the switch." Screamer said. "Quick, Painless, compassionate." Knockout said and Arcee looked scared. "Ratchet are you hearing this?" Arcee whispered. **"If megatron perishes, Starlight's mind will be separated from her body, forever." **He said and Bulkhead gasped. **"Optimus would not like that at all" **Bulkhead said. **"We'll lose Starlight and Optimus?" **Jack asked and the kids looked freaked out.

**Back in limbo**

Megatron paced back and forth infront of her while she pain attention to him. "The only way for you to have entered my mind, is via cortical physic patch." He said and she nodded. "But the question remains, what happened to me?" he asked and Starlight glared at his red optics. He finally realized what happened. He remembered the space bridge over loading, and causing all the terri-cons to be blown up in the vortex, And the bridge collapsed. "The Space Bridge explosion." He said and Starlight smiled. "Ding, ding, ding, We have a winner!" she said and all the kids laughed on the comm-link. "And yet, if you're in my head, I am not one with the Alspark." He said and Starlight grumbled. "No matter how much we want you to be" she grumbled quietly. "So tell me brat, do I still function?" he asked. **"Starlight, we are out of time!" **Ratchet said and Star looked around. "Look the reason I came here is because someone has the Cybonic plaque and you're the only one with the cure" Star said and he smiled. "Cybonic plague, someone besides myself is, unwell?" he asked and she smiled. "You sound like you care" Starlight said and she heard snickers from the comm-link. Then there were a lot of clanging noises and then a lot of groans. He looked away, and smiled. "Optimus (Insert evil laugh here) such irony, After ages of endless battle, the mighty Optimus Prime is felled by a simple virus from a distant past. What makes you think I would save the life of my oldest enemy?" he asked. "Because, you won't be able to do want you want most." Starlight said. "Oh, and what is it that I want most?" he asked with his hands on his hips. "To slay Optimus by your own hand, Don't let some ancient virus do it for you. Plus, I want a go at you when you can feel it" Starlight said and he laughed again. "Ya know, that's really creepy." She said. "Did you not see? I do slay Optimus by my own hand, at will, whenever I desire." He said. "Yeah but if you let the plaque virus destroy the real Optimus, then you won't have the chance to do it yourself." She said and Jack said. **"Smart" **then Miko **"twisted"** and she smiled inwardly.

**Nemesis Med-bay**

"Sound-wave, do I take your silence to be that you concur with Knockout's medical expertise?" Star-scream asked and the two cons looked at each other. "Speak now or forever hold your peace. (grabs the cable connected to Megatron's chest.) Going, going." He started but Sound wave pointed to the cord leading to Starlight's head. Arcee was watching the whole thing, and she said "Scrap."

**Limbo again**

"After our deep history together, to not watch the spark ebb from Optimus' eyes with my very own," Megatron started. "Would mean that you wouldn't be the almighty Megatron who took down Optimus And you would be able to have him on display as your trophy like you've always wanted." She said with her hands on her hips. "Well played Femme" he said and he showed her a cube with cybertronian glyphs and markings. She immediately focused her eyes on it so Ratchet could copy it. "The Chemical formula for the cure you seek. Not that I expect you to know how to read it." Megatron said and she still looked at it. Before she could grab it, he closed his hand. "Not yet, and how am I to accomplish terminating Optimus as you propose, While I'm trapped here in this perpetual day dream. Once you release me from this prison, you will have the cure." He said.

**Nemesis Med-bay**

Star-scream held the chord and followed it to the storage area. Arcee knelt by Star and looked panicked. "Come on Star, hurry up in there" Arcee said.

**Limbo**

Star looked up at Megatron and he kept talking. "You must guarantee my recovery. Or, Optimus fades to gun-metal grey, the real Optimus" he said and Star backs away. She heard Ratchet's voice. **"Arcee, we have the formula, disconnect Starlight now!" ** he yelled and Starlight felt a tug on the back of her head. The ruins started crumbling and she took that as her cue to exit stage right. Everything started getting blurry and Star smiled when he started panicking. "No, you were watching, you tricked me!" he growled. "It ain't hard to deceive a decepticon. Especially you ole bucket head" Starlight said and he growled. "No! take me with you! Take me!" he yelled as Starlight raced back into her body.

**Nemesis med-bay**

Arcee pulled the chord off her neck and she rested her head against the wall. "Come on. Hurry Starlight" she said while shaking her. Star-scream kneeled down to the storage area, just as Starlight's eyes flickered on. "What in the" he started but a bridge appeared behind them. "Intruders!" he yelled activating his cannon. "Allow me" she said and shot a perfect shot at Megatron's main tube attached to his spark. The tube came off, and Arcee ran through with Star.

The three cons looked at the screen and Star scream sighed. "It was the inevitable outcome." Star scream said and Sound wave approached him. He pointed to the hole, and he sighed. "Of course it would be wrong to allow Megatron to perish by an Autobots' hand. Knockout" he said and the doctor shrugged before reattaching the tube.

**Base-night time**

Ratchet and Elita helped Optimus stand up from the Med-bay berth, and it kinda looks funny to see a bot Ratchet's size try and help up Optimus. "That's it, steady." He said and when he looked up he saw the humans, and the bots clapping and cheering. "Please. Reserve the hero's welcome for my physician, and my daughter." Optimus said and everyone clapped for Star. She rubbed the back of her head embarrassed and mockingly bowed.

**Nemesis Med-bay**

Star scream walked into the medical bay and approached Knockout. "And how is the patient doing today?" he asked. "Funny you should ask. Not sure what the bots did in there, but Megatron's registering zero brainwave activity." Knockout said infront of the screen. "Hm, meaning?" Screamer asked. "Physically he's stable, but now there's no one home" Knockout said and they kept looking at the warlord curiously.

**Autobot Base**

Everyone was still clapping and she was still bowing until she all of a sudden stiffened. Then she heard his voice. "I'm out, or should I say, in." Megatron said and started laughing.

**TO BE CONTINUED…**

**Me: Megatron, I swear if you don't get out of my head, I'll throw us both down a cliff and you'll never get back to your body.**

**Megatron: (silence)**

**Me: Megs, You there?**

**Megatron: When do want me gone by?**

**Me: By the next chapter. Then you can chase Optimus all you want.**

**Megatron: AWESOME! LET'S GET THIS THING STARTED!**

**Me: uh, Megs, it's the end of the chapter. **

**Megatron: Oh, well, until next time!**

**Me: (face palm) I'll see you guys next chapter. That's only hoping he isn't more retarded by then.**

**I DON'T OWN TRANSFORMERS OR WINX CLUB!**

**Don't I wish! Anyways, read and review!**

**Hey guys, long time no see huh? So sorry about not posting for a while. But I have 5 people in my house, and only one working computer. Plus I have to worry about school, and finding a job. so I probably won't post the other one for a while until I get a computer of my own. Thanks for reading.**


	9. Chapter 9: Out of his head

**Hey there guys. I wanna thank all my readers, and reviewers. Some people who I won't mention have been less than helpful or supporting about my story. Boo you people. Anyways, sorry it takes me so long to write. I have a lot of people in my house, and I rarely have internet access. So enjoy! Plus, I sorry about not putting Bee in this one. **

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**Megatron: Finally, I got into the mind of Optimus' brat!**

**Me: hey that's my main character you're talking about! You better be nice or I'll make you wear a pink sparkly tutu, and make you say that you like unicorns and ponies**

**Megatron: NO, NOT THE UNICORNS AND PONIES, ANYTHING BUT THAT!**

**Me: Well you better be nice. Promise you'll be nice**

**Megatron (mumbling): I'll be nice**

**Me: What was that? I couldn't hear you. Speak up or there's a tutu with sparkles waiting for you with a unicorn to ride infront of all the Decepticons.**

**Megatron: I PROMISE I'LL BE NICE. Fragging human femme**

**Me: good, now sit in the corner like a good Con, and don't get up until I say so.**

**Megatron pouted: What! I didn't do anything!**

**Me: I'm the writer; do I really need a reason? Now go!**

_**He stalks off and I laugh quietly**_

**Me: Sorry guys had to deal with a full grown Mech acting like a sparkling. Read and review!**

**I DON'T OWN TRANSFORMERS OR WINX CLUB!**

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_Previously on transformers prime…_

_(Exits Ground bridge in desert) "A crash landing, buried here for centuries." Optimus said._

"_These Autobots didn't perish in the crash, their displaying the effects, of a virus." Ratchet said._

"_If a cure exists, Megatron may be the only one who knows it. You must enter his brain, and find it." Ratchet said._

"_What are you doing inside my head!" he yelled_

"_We have the formula, disconnect Starlight now!" Ratchet yelled_

"_No! Take me with you! Take me!" Megatron yelled_

"_I'm out, or should I say, in." Megatron said and started laughing._

**And now back to our show…..**

Ratchet had Optimus in the med bay scanner thing (I don't know what it's called, so we'll call it a scanner) and was giving him a checkup. "Follow the light, (Optimus' optics move with the light) Good, I wouldn't advise any strenuous Optimus, but it seems your systems have fully recovered from the Cybonic plaque." Ratchet said and the restraints released Optimus. "Thanks to your medical expertise old friend" Optimus said and Starlight was standing behind everyone fiddling with her fingers. "It was Starlight who braved unknown territory to locate the cure" Ratchet said and Arcee elbowed her. She looked up and smiled. "It was nothing really." Starlight said. "Lucky for us that Megatron was still alive" Arcee said and all the femmes in the base looked at her. "What?" Starlight asked, "Yeah I actually said that" Arcee said and Chromia giggled from her position next to Iron-hide.

"What matters is that you are on the mend Optimus. While Megatron…" "Is pushing up lugnuts, Arcee tried her best to take him out but there were cons in the room with us." Starlight said and she felt her eyes get fuzzy. "She's right, did my best to finish Megatron's story, and just couldn't stick around long enough to see how it ended." Arcee said and Starlight went to the hallway.

"_It is a matter of time before Optimus discovers that all is not well with his precious daughter. I must reclaim my body, which means taking complete and total control of yours." _

**Cue title sequence! (Watch it on YouTube)**

It was the next day that Miko suggested Basketball. "Basketball, by way of Cybertron" She said and Starlight was infront of Bulkhead. "Don't worry old man; I'll let you score some points so I don't bruise your ego" Starlight said and Bulkhead rolled his eyes. "Just try and get by me rookie" Bulk said and she Miko blew the whistle and Starlight turned on some playing music. It was the Harlem globe trotter's music. Miko and the others just rolled their eyes, while Starlight spun the ball on her finger. She shot it at the hoop, but Bulkhead jumped up and grabbed it. He scored and held it. "Come on, best two out of three" Bulk said and he gave the ball to her. She ran towards him, and went around. Iron-hide blocked her but she flipped over him, and just as she was about to score, she froze. She had a flash back to the space bridge explosion. Which was weird, because she wasn't there, She was pulled out of her flashback when Bulkhead called her name. "Star! Star, quit hogging the ball" Bulkhead said and she turned around. She threw the ball at his head and Bulkhead moved. The whistle blew and Miko slid down the rail. "Foul" Miko said and Star just looked at her. "Dodge ball by way of cybertron" Jack said elbowing Raf. The Winx giggled, and Bulkhead approached the Femme.

"Star, hoops over there" Bulkhead said and she shook her head. "I knew that. Just wanted to make sure you did" Star said with a smile. **–You okay star? - **Bee asked and she nodded. "Yeah, I'm okay. Best three out of five!" she said and they set up the game.

**Later that day while walking around the base**

Starlight walked by several storage rooms, and heard Megatron's voice.

"_If I am to return to my body, I must first restore its functionality. How did I escape annihilation? (Shows space and Star-scream ripping the shard of energon out of his chest.) Of course, dark energon (Star-scream grins above him) Star-scream!" he said before vanishing for a while. _

"This will not be good." Starlight said rubbing the back of her head.

**Nemesis at night**

Star-scream knocked on Megatron's head and smiled. "Knock, knock. Is anyone in there? No, oh well, it seems I possess the only thing that would allow you to rise up off that slab and walk again, my dearest Megatron. The only scrap left on this planet, plucked from your very spark chamber (flips in the air and catches it) but it cannot restore your mind. The decepticons need a leader, not a decorative centerpiece. And I will convince them that I am the true heir to your throne, with a plan so Epic!" "Not even the mighty Megatron could have conceived it?" a voice asked and Star-scream turned around with shard in hand. "Heh, heh, which was the idea Knockout (sigh) How long have you been there?" he asked feeling defeated. "Long enough and its commander Knockout to you, Once and future Lord Star-scream" Knockout said.

**Infront of Raf's house the next day**

Raf was waiting for Bloom/Starlight to pick him up, because she promised Bee who was sick. He looked around and opened his phone. He called Jack, whose phone went off in class. _"Raf, class has started" _Jack said. "Bloom never picked me up for school. She promised bee she would but her comm-link's off again. Any idea where she is?" Raf asked and he heard Jack sigh.

**Base**

Starlight walked by the computer screen and saw Ratchet's flashlight. She felt her body go ridged and her hand encircled around it. _"Yes, go on Prime. Obey my will." _Megatron said and she crushed it. "STARLIGHT" Ratchet yelled in shock and she looked over at him. "I NEEDED THAT!" he yelled and she shook her head. "Sorry Ratchet" she said. "What has gotten into you?" he asked putting a hand onto her shoulder. "Megatron, he's in my head. I keep seeing his face, and hearing his voice" Starlight said shaking her head. "You're seeing Megatron's face?" Ratchet asked and she nodded.

**That night at base**

Starlight stood in the scanner device and her Optics shut off. "Starlight's complaining of intermittent visions, waking nightmares if you will." Ratchet said with Optimus standing behind him. Elita stood next to Optimus with her hand on his arm, Arcee stood with Bulk and the others. "But you said she was fine when you checked her over" Raf said looking up at him. "Physically, But the experience she endured seems to be having a temporary effect on her psyches. This induced power down should force Starlight's mind to rest, and recover" Ratchet said. "But if she's in her armor, and she's in power down, can she get out of it and go to school? Because cheer tryouts are next week and we've all been practicing." Stella asked and Arcee shook her head. "Sorry kid. She'll have to get a doctor's note or something" Arcee said and Musa sighed. They all directed their attention to the computer and saw a message from Agent Fowler. "Prime, you spot any Decepticons wearing hula skirts lately?" Fowler asked and Chromia looked at Elita who just shrugged her shoulders. Iron-hide walked away while mumbling something about strange humans and Optimus replied after the fits of giggles from the girls died down. "No Special Agent Fowler. Why?" Optimus asked a little stressed. "Because I was hoping you would have a lead on the Cons that busted into the Kawaii Naval observatory. Place looks like it was hit by an army of wrecking balls." Fowler said. "Why would cons break into an observatory?" Arcee asked. "Does the Heuck Nigoghossian ring any bells?" Fowler asked. "The space telescope" Raf said. "As of last night missing its primary lens" Fowler said. "It's difficult to guess Star-screams intent without knowing where the lens has been taken" Optimus said and Chromia looked up. "Good thing the lens has a tracking device" Fowler said and sent the coordinates. "The Arctic, great, another chance for us to freeze our spark plugs off" Arcee said. "Don't worry Cee, we got your back" Chromia said while Elita walked up with her. "(Whistles) that's an NB-7 class, biggest UN minable energon deposit there is." Bulkhead said and Miko looked at him funny.

The rest of the Winx looked at him and then looked at each other. Sunstreaker looked at the girls, and narrowed his optics at Stella who was fingering her cube. "Un-minable, until Star-scream melts his way down to it" Optimus said and Arcee looked up. "With the help of a lens" she said finishing his sentence. "Melting a glacier that size would cause sea levels to rise, and demolish coastal cities." Fowler said and Optimus had a look of concentration on his face.

**Arctic**

The con's warship obviously doesn't see the trio of humans walking in the snow with winter gear on, and one of the women had long ice blue hair.

**(I Know you guys were wondering when I'd put them in here.)**

"Icy, what are we doing on this planet, and in the arctic no less" a woman with frizzy hair asked. "Were here because we sensed the Dragon fire here, so we are going to take it from whatever human has it. Then were going to rule the magic dimension, so stop whining Stormy" Icy said and Stormy huffed. "Icy, where are we gonna find a fairy here?" a long haired brunette asked. "Well Darcy, if we can't find the fairy here, then we'll look somewhere else. But, we need a ride first" Icy said and pointed a long blue nail at the huge ship above a glacier.

**The nemesis**

Star-scream stood at the top of the ship with a smug look on his pointy face. "Let the reign of Lord Star-scream, begin" he said and Knockout gave the signal to activate the laser. A machine came from the top of the ship and pointed down to the ice below. It pulsated, and shot a bright orange light to the ground while melting the ice in the process. Three figures flew up the massive height and landed on the ship with a smile. Icy put her hand on the metal, and it froze while the ice spread. Star-scream saw the approaching ice, and the human that was making it. "Who are you and how did you get up here?" Screamer asked. "My name is Icy; these are my sisters Darcy and Stormy. We are the Trix, and I think we can help each other" Icy said with a smile.

**Base**

The Winx sat around Starlight and talked to her about their lives while Raf was talking to her. "So I blow past the finish line, then my other sister pilaura asked how I got so good at racing games. And I told her I know a guy who knows about cars." Raf said with his computer. "Raphael, I'm afraid Starlight can't hear you in power down mode. It's getting late, why don't I bridge you home to your family?" Ratchet asked. "Cause I told Star I'd stay" Raf said.  
Raf, buddy, we can stay here. Our bots are okay with staying her, right sideswipe?" Flora asked. "It's okay with me" Sides said and they smiled. "Raf, go ahead and go home. We'll call you if she wakes up" Stella said near Sunstreaker's foot. "Alright, (Yawns and stretches) see you guys later" Raf said and Ratchet bridged him home. The girls turned back to Bloom's armor, and sighed. "Shouldn't she be able to transfer herself out of the suit?" Stella asked. "I don't believe so. She has to be awake in order for her to be able to get out of her armor." Tecna said and the girls set up camp on the lounge.

**Arctic**

The bots (Optimus, Arcee, Iron-hide, and bulkhead) walked through the many lanes of snow in the Arctic. "A lot different than our last mission, feels like summer" Arcee said and the three mechs looked at each other. They peeked around a corner, and Bulkhead sighed. "Here, that's a bad thing" Iron-hide said and they watched the nemesis blasting through the ice with the lens. "Autobots remember the end run on Poly-hex" Optimus asked. Iron-hide looked at him and smiled. "I thought you were going to refer to that." The weapons specialist said.

**Base**

Ratchet walked up and the girls looked up. "Ladies, I'm going to the supply vault, and find the parts I need to repair this. You know what that means?" Ratchet asked. "Don't touch anything" Stella said painting her nails. Just as he left, Starlight's Optics came on, and she looked around. "Hey B. guess what the coach said. She said that we are going to nationals in a few months." Musa said and then she started moving and walked off the platform. They looked up, "Star? Bloom!" Layla yelled and she walked to the ground-bridge. She typed in coordinates, and opened the bridge. "Bloom! Stop!" Musa yelled flying after her. She walked through the bridge and they flew after her. Once she dissapered through the ground-bridge; Ratchet walked up. "What did you guys do?" he asked. "Nothing, Star just got up and…" "She was in power down, where does she think she's off to?" Ratchet asked and the other Bots walked in the room rubbing their optics. "What's going on Doc?" Streaker asked. "Starlight got up and walked out" Stella said floating beside her guardian. "She can't go anywhere. She's supposed to be in Power down" Elita said groggily. "Well, tell that to the Prime that just walked out" Musa said.

**Canyon of Terricon battle**

"I hate this place" Star said from her mind while Megatron was obviously controlling her body. "Shut up femme. Once I return to my body, I will be keeping you resident on the Nemesis. There will be no escape." Megatron said and Starlight sighed. "Yeah right, the bots will come and get me, and then you'll wish you never betrayed Optimus and all of Cybertron" she said and Megatron laughed.

He searched through the dead bodies of the terricons and growled. "Where is it, Where" he asked and flashbacked to the battle.

_He held up the purple rock, and threw It into the ground, while it made spider web fissures. _

The flashback ended, and he turned to see a glowing purple light. He forced her body to walk closer but inside of her head she was trying to shove the feeling of dizziness and fatigue down enough to brave through this experience. She cringed while the crystal stung against her sensitive plates on her hands. "Stop Megatron, please, I can't be around Dark energon." She said and he cackled.

**Base**

Ratchet looked at the coordinates while the winx looked over the railing. "These are the coordinates for the site of our previous battle of Megatron's un-dead. Starlight has nightmares from that place." Ratchet said and Musa gulped. "Maybe we should call Optimus" Stella said nervously. "Optimus is busy preventing the polar ice caps from melting. We need to handle this on our own." Ratchet said and the girls looked at each other nervously. "Sides, and sunny, i need you two to stay here while the rest of us find Starlight. And bring her home" Ratchet said. Jazz, and mirage nodded and the twins pouted. "Are you sure it's wise to leave the twins alone?" Elita asked nervously while looking at the scary glint in their optics. "Alright, Chromia and Elita must stay here and supervise." Ratchet said and the two femmes smiled. "Yes!" they cheered and high fived each other. He opened the bridge and saw Starlight walk through. "Starlight, what have you been doing?" Ratchet asked while Star didn't respond. He grabbed her arm, and saw she held a sliver of a purple crystal. "Dark Energon?" he asked and she punched him in the face while he landed on top of Jazz, and the others. "Bloom, what are you doing?" Layla asked and she walked to them. She grabbed them and put them on a high platform. "B, I know you're in there somewhere, you have to fight whatever's making you do this!" Tecna said. She saw her walk away and into the ground-bridge again. "Mirage, stop her!" Stella yelled but they were all trying to get up. She dissapered through the bridge and the Winx looked around. "Ratchet, are you okay?" Stella asked as they flew to him. "I'm fine. More importantly, is Starlight?" Ratchet asked, "She sure is scaring me." Jazz said rolling his shoulder. "I fear the time spent in Megatron's mind-scape, is causing her to act like a decepticon." Ratchet said, "Star is not a con." Stella said. "Agreed, But we need to find out exactly what Starlight intends to do with that shard. The only one who knew of the Dark energon, was Megatron" Ratchet said. "Starlight has Megatron's memories?" Stella asked scratching her head, "Worse, Megatron is occupying Starlight's mind." Ratchet said. The Bots looked at her in shock and so did the Winx. "WHAT!" they shouted and Ratchet shook his head.

"How could I have been such a fool? The cortical psychic patch acted as a two way conduit. When Starlight returned to her own mind, Megatron followed. And now, Starlight….megatron, to nearly the same coordinates as Optimus used." Ratchet said. He opened the bridge and the Winx transformed into their winx outfits. "Let's fly" Stella said with her staff in one hand and her other on her hip. "Stay here" he said. "No, Starlight needs us. She's our friend" Musa said with her head phones on her head. Ratchet sighed and turned. "Of course she does." He said and they flew after him.

**Arctic**

The ship still poured heat into the ice, and the trix still stood/floated next to screamer. "How do you know that this "Princess?" is on Team prime?" Star-scream asked. "Because, she's the one parading around in some kind of armor that she can take off and she has a unique energy signature. She is also the Prime that has been humiliating you constantly." Icy said with her arms crossed. "Really? Then I shall enlist your help to take down our combined foe." Star-scream said with a smile.

He smiled at the lens and said. "Yes. I love it when a plan comes together" Screamer said and Icy tapped on his shoulder. "Looks like we got visitors" She said and he saw Bulkhead drive toward them, along with Arcee in her motorcycle form, and Iron-hide. "Autobots" he said. "Please lord Star-scream. Allow you're second in command the honor." Knockout said with a bow, and he turned to a blue mech. "Breakdown, total them!" he exclaimed, and the con jumped on a spire before jumping down to the ice below. "Idiot" Stormy said filing her nails. He crashed in the ice and the bots had to transform to land without hurting themselves. "What in the pit was that?" Iron-hide asked while skidding to a stop. The mech looked at the con who landed, and Smiled. "Oh, it's just a con" he said and rolled his shoulders while his cannons rotated. "Breakdown" Bulk growled and Arcee charged her arm guns.

Optimus was far away, and scaling a cliff under the con's radar.

**On the nemesis**

Ratchet and the Winx came through the bridge and it closed behind them. "The con's ship, this should be interesting" Musa said and the others just nodded. Ratchet ran down the hall, and saw a downed Vehicon. "Did Starlight do this?" Stella asked. "I fear Megatron's mind is dominant. And clearly he came here for one purpose. To use the Dark Energon to resurrect his own body" Ratchet said and Tecna gasped while her triangle wing glittered. "No, she won't let him. Like she didn't let him hurt us" Layla said with her hair floating behind her. "I hope your right Layla" Ratchet said and they walked to the Med-bay.

Ratchet motioned for them to stand back and Ratchet looked around the corner. He saw Starlight hook up the patch to the back of her head, and Ratchet ran in. "Ratchet, don't hurt Starlight!" Stella yelled. Ratchet ran for the femme. "That;s not Starlight" he said and started swinging. She dodged, just like Hide showed her, and punched him across the room with a blow to the side. He hit the wall and passed out on the ground. She took out the shard and walked to Megatron's body. "Starlight don't!" they yelled and they flew up to her. "Remember who you are, you're the girl that holds us together. You put up with me and my shopping addiction, you put up with musa's guitar, tecna's techno babble, Layla's workout routines, and Flora's sweet spirit. You can't be evil" Stella said. She shook her head and her optics focused and re-focused. "Stella, you have to help me!" she said holding her head. "That's right Star, it's us, your friends" Musa said with a smile.

"**Unbelievable!" **Megatron yelled and he took over again. she winced, and held her head again. "Get out of my head you fragging Con!" she said and fell to her knees. The winx walked to her and she all of a sudden knocked them across the room. She looked up and saw Ratchet at the center cable. "Farewell Megatron" he said and took the cable off. Starlight ran to him, and flung him across the room next to the Winx who were getting up. "Starlight!" Stella yelled. Star turned and looked at the crystal in her hand. "Starlight can't hear you anymore" the voice of megatron said through Star's mouth. The winx cringed when his voice came from her. "She's gonna have nightmares" Tecna said and rubbed her neck. "As much as I want you to leave Star's body, I can't let you go back to your own." Stella said flying to the cable. She pulled on it, but she fell off. Starlight walked to Megatron's body, and plunged the crystal in the hole of his chest. It glowed, his body shook, and his eyes opened. Starlight shook her head and Ratchet stood behind her while they were enveloped by a shadow. "What have I done?" she asked and charged her arm cannons. The winx prepared for battle and a team of vehicons showed up in the lab. They stopped when they saw their master standing in the med-by alive and well. "DECEPTICONS, YOUR RIGHTFUL LORD AND MASTER HAD RETURNED." He said.

**COMMERCIAL! COMMERCIAL! COMMERCIAL! COMMERCIAL! COMMERCIAL!**

He walked by the bots and growled. "Take care of these pests." Megatron said and grabbed Starlight's head. he brought it up to his face, and she felt him tighten his grip on her helm. "You, are a thorn in my side femme." He said and tossed her to the ground and she knocked her head against the wall. "I have my own extermination to perform." He said and Ratchet knelt by Starlight while the cons advanced on them. "Star, come on femme, wake up" Ratchet said shaking her shoulder. "I need her to get to the med-bay." Ratchet said and the winx formed a barrier.

**Cliffs**

Optimus climbed over the top and saw the ship over the cliffs. He transformed into his truck mode, and drove up the ice ramp to the ship. Once in mid-air, he transformed into his bi-pedal mode, and grabbed onto a spire sticking out from the ship. He climbed up and looked around.

**With the bots**

Arcee activated her arm swords, and Iron-hide heated up his cannons and they sped towards the con. Arcee jumped in the air, and made 6 flips before coming down and getting her hands caught by Breakdown. He swung her around and she landed with a skid behind him. She turned his right hand into a hammer, and charged for Bulkhead. "I'm gonna put you on ice" he said and as soon as their hammers and wrecking balls hit, there was a wave, and It split the ice in two.

**Nemesis**

The cons were observing the scene while the trix floated nearby. "Don't the bots seem, under staffed" Knockout pointed out and they heard and engine. Starscream growled and said. "What good is a second in command who fails to watch the rear!" and he pushes the con out of the laser seat. He points the laser at Optimus and the truck continues to push forward. Optimus is grunting with each inch he drives, but he keeps moving. He transforms, and jumps out of the beam. He activates his sword, which is blazing hot, and destroys the laser. This in turn makes it go BOOM!

The shockwave **(Hehe, I made a pun) **makes the bots, and the con they were beating up, get blown back. Icy, Darcy and Stormy retreat to the safety of the ship and hide in a spare room. The ship is seen leaving a trail of smoke and the bots look at their fallen (literally) leader. "Optimus!" Arcee says and a groan comes from the boss bot. an engine could be heard and Starscream made a loop through the clouds while his altmode plummeted to the ground. "Megatron's greatest mistake was ever allowing you to live Prime!" he yelled. He was about to deploy his rocket when he was sideswiped (hehe) by Megatron's altmode.

"Megatron." Optimus said. "He's back" Arcee said and Iron hide growled while his cannons rotated.

**Nemesis**

Starscream landed on the deck of the ship, and grunted. Megatron transformed infront of him and he gasped. "Lord, Megatron. You are, your healed. Praise the alspark, it is a miracle" he said sucking up.  
"Oh it will be a miracle alright Starscream. If you survive what I have planned for you" Megatron said. Starscream tried to fly away but Megatron held onto his back winglets. She spun him around, and he landed on the other side of the ship. Megatron landed infront of him and seethed anger. "But the Autobots, Optimus, right there, waiting for you" Screamer said. "My greatest mistake, I have made a few, but there is one I do not intend to make again." he said and dragged a kicking seeker behind him and into the ship. "No master. NOOOOOO!" he screamed and then the bots watch as the ship flies away, slowly.

"Ratchet, we bridge" Optimus said with the others behind him. "You're not the only ones" Ratchet said and they saw him with the Winx, and an injured Starlight hanging off his shoulder. Iron-hide ran to her side and she collapsed against him. "What happened to her?" Arcee asked. "I'll explain later, while she rests." Ratchet said.

**Base the next day**

Ratchet was finishing up the scans on Starlight while she looked at the bars under her arms. The bars moved to the side, and the chamber opened. "Everything's back to normal" Ratchet said with relief. "I am far from normal" she said. "Well, normal for Starlight" Ratchet said and she smiled. The humans and bots gathered around while she shrunk down from her armor, and the cube folded into a palm sized paper weight. "Glad that's over with." She said and she was tackled by five bodies. "BLOOM!" they yelled and they all giggled. "Sorry about hitting you guys. I wasn't in control" she said. "It's okay Bloom. We know it wasn't you." Musa said. "Yeah, bucket head had control over your body. It was totally warranted." Stella said and they laughed. Bumble-bee walked up, and kneeled down to her. "Hey Bee" she said.

**-You okay Bloom?- **he asked. "Yeah, I'm just fine Bee" She said and hugged his face. She looked around and looked at her dad. He stood at the back of the room with a somber expression on his face. She flew over to him and smiled while putting her hands on her hips. "Hey don't worry about Megs. We'll handle him when the time comes. But until then, don't look so sad" she said and she stood on his shoulder while hugging his face.

**HEY GUYS! MAN IT'S BEEN A WHILE SINCE I UPDATED. SORRY ABOUT THE LONG WAIT. I AM ALSO SORRY ABOUT NOT MAKING BEE MORE INVOLVED IN THIS STORY AND ABOUT SENDING RAF HOME. I WANTED TO MIX IT UP A BIT. READ AND REVIEW AND I THANK ALL MY READERS AND ONLOOKERS. **

**Me: Man, that was a long chapter.**

**Megatron: can I come out of the corner now?**

**Me: sure. But make sure to beat up screamer good for me, okay?**

**Megatron: Okay, I will.**

**Me: I'll see you megsy!**

**Megatron: what did you call me?! (Shoots after me with ion cannon)**

**Me: Uh oh! (Hides behind large boulder) Read and review before he finds me.**


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